Welcome to the Terms of Service for Filio Technologies LLC ("Filio Technologies") 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 Service(s)" or "RA Service(s)"). RA Services may be sold as a standalone product or bundled with other Filio Technologies LLC subscription packages.
In addition to the other Filio Technologies LLC terms, these supplemental terms of service (the "RA Terms of Service", "RA Terms", or "Supplemental RA Terms") constitute a legal agreement between you and Filio Technologies LLC detailing your use of the Filio Technologies LLC 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.
THIS AGREEMENT, THE FILIO TECHNOLOGIES LLC TERMS OF USE (available at filio.online/legal), TERMS OF SERVICE (available at filio.online/legal), PRIVACY POLICY (available at filio.online/legal), AND ANY OTHER APPLICABLE TERMS, CONSTITUTE THE "AGREEMENT" BETWEEN YOU AND FILIO TECHNOLOGIES LLC. YOU MUST ACCEPT AND ABIDE BY THESE TERMS AS PRESENTED TO YOU: CHANGES, ADDITIONS OR DELETIONS ARE NOT ACCEPTABLE AND FILIO TECHNOLOGIES LLC MAY REFUSE OR DENY USE OF THE RA SERVICE FOR NONCOMPLIANCE WITH ANY PART OF THIS AGREEMENT.
These Supplemental RA Terms affect your legal rights and obligations. If you do not agree to be bound by all of these Supplemental RA Terms, do not purchase, access or use the Registered Agent Services. To request a refund, contact the Filio Technologies LLC Customer Care Center at (917) 985-8677.
1. Description of Registered Agent Services. You are purchasing RA Services for a specific company. Filio Technologies LLC agrees to serve as the Registered Agent for the company specified in your order during the period of time ("RA Service Term") purchased.
a. Service Provider. You acknowledge and agree that Filio Technologies LLC does or may work with third-party providers and sub-providers (each, a "Filio Technologies Registered Agent" or "Registered Agent") of our choice to provide some or all of the Registered Agent Services. You acknowledge and agree that any such Registered Agent may provide Registered Agent Services to you.
b. Service of Process. You authorize your Registered Agent 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, your Registered Agent'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. Your Registered Agent has no obligation to forward any items received pursuant to any unauthorized use of your Registered Agent's address (the "Registered Address") and neither your Registered Agent nor Filio Technologies LLC 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. Your Registered Agent 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 your Registered Agent delivers Legal Mail to users; it does not warrant that Legal Mail will never be misdelivered. You acknowledge that in such cases neither Filio Technologies LLC nor your Registered Agent is liable to the intended recipient. Your Registered Agent 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 Filio Technologies LLC or your Registered Agent, you must sign for or otherwise acknowledge your acceptance of all Legal Mail sent to you by your Registered Agent.
g. Customer Responsibility to Provide Accurate and Updated Information. It is your responsibility to contact Filio Technologies LLC with changes to your contact information and business status (such as dissolved or inactive) within thirty (30) days of the change. Failure to do so may result in the termination of your services. You acknowledge that neither Filio Technologies LLC nor your Registered Agent is liable to you for damages resulting from your failure to update or provide accurate information to Filio Technologies LLC.
2. General Practices Regarding Use and Storage. You acknowledge that Filio Technologies LLC may establish general practices and limits concerning use of the Registered Agent Services. You agree that Filio Technologies LLC has no responsibility or liability for the deletion or failure to store any Legal Mail, messages, communications, or other content received or transmitted. Filio Technologies LLC may subcontract any RA Services or any work, obligations, or other performance required under RA Services without your consent. Unless explicitly stated otherwise, any new features that augment or enhance the current RA Service are subject to these RA Terms of Service.
3. Updates to Terms. You acknowledge that Filio Technologies LLC 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 in our Legal Center located at filio.online/legal, 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 Filio Technologies LLC, have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and copyright of your information, and Filio Technologies LLC is not responsible or liable for the deletion, correction, destruction, damage, loss, or failure to store any such information. Filio Technologies LLC 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.
a. Fees. 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 Section 8(c)(ii) are fulfilled.
Filio Technologies LLC may increase its fees for RA Services effective the first day of an 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 Section 8(c)(ii), you will be deemed to have accepted the new fee for that renewal term and any subsequent renewal terms. 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, Filio Technologies LLC has the discretion to charge you a prorated portion of the cost to align your renewal date with your current subscription. Filio Technologies LLC will provide you notice before doing so.
If you fail to pay for your RA Service, whether for the current or a prior renewal term, Filio Technologies LLC reserves the right to suspend the ability to access previously viewed Legal Mail in your account.
b. Billing. 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.
i. Non-automatically Renewing Service. If you have not opted for automatic renewal of your RA Service, renewal will be invoiced approximately two months before the start date of such renewal terms, with date due set no later than the first day of the renewal term ("Billing Date").
ii. Automatically Renewing Service. For automatically renewing RA Services, your RA Service will renew automatically at the end of the Initial Term and at the end of each successive renewal term (each a "Billing Date"), until 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 us, your credit card will automatically be charged for the renewal term of your RA Service on your Billing Date.
Filio Technologies LLC may adjust your Billing Date in subsequent renewal periods without notice. This will be reflected by a charge to your account on a prorated basis according to the number of days that have passed since the Billing Date of your latest renewal charge.
c. Notice of Automatic Renewal. We may send a reminder email to your account's email address of record before your Billing Date. Unless required by law in the state where you reside, Filio Technologies LLC is not obligated to provide this notice.
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 Filio Technologies LLC of your intent to cancel by calling our Customer Care Center at (917) 985-8677 or by cancelling online through the "My Account" portal. Filio Technologies LLC agrees 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.
a. Filio Technologies LLC 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 Filio Technologies LLC 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. Filio Technologies LLC will notify you of new fees at least thirty (30) days before they become effective.
a. By Filio Technologies LLC. Filio Technologies LLC 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 Filio Technologies LLC or your Registered Agent; (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, Filio Technologies LLC 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 our Customer Care Center at (917) 985-8677 or by cancelling online through the "My Account" portal. After you have cancelled, your RA Service will remain active until you have fulfilled your obligations pursuant to Section 8(c)(ii) below.
c. Your Obligations on Termination or Cancellation. After termination by Filio Technologies LLC 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 Filio Technologies LLC that you have properly changed registered agents by the next Billing Date and provide Filio Technologies LLC with satisfactory written proof that the Filio Technologies Registered Agent is no longer listed as your registered agent. If you fail to provide such proof, you will continue to incur charges for Registered Agent Services until such proof is provided.
iii. After you replace Filio Technologies LLC as your registered agent, or Filio Technologies LLC otherwise resigns, any Legal Mail that your Registered Agent receives on your behalf will be marked "Return to Sender" if it is first class mail or destroyed if it is not.
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), Filio Technologies LLC will make available to you a file of your RA Services account content ("Customer Data") within thirty (30) days of termination if you so request at that time.
vi. In the event that Filio Technologies LLC needs to resign as your Registered Agent, you are responsible for paying any resignation filing fees that are charged by your state.
9. Non-English-Speaking Customers. Non-English translations of these Terms, as well as other terms, conditions, and policies, are provided for convenience only. In the event of any ambiguity or conflict between translations, the English version is authoritative and controls.
10. Indemnification. You agree to protect, defend, indemnify, and hold Filio Technologies LLC 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. Filio Technologies LLC 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 Filio Technologies LLC and its owners, affiliates, subsidiaries, parents, shareholders, members, successors, assigns, representatives, officers, directors, agents, attorneys, and employees.
Notwithstanding anything to the contrary in the master Terms of Service, any action brought by Filio Technologies LLC to enforce this indemnity provision, or to collect advanced legal fees and defense expenditures resulting from your unauthorized or fraudulent misuse of the Registered Agent address, is explicitly carved out from the requirement of binding arbitration. Filio Technologies LLC may pursue fee collection and indemnity actions directly in any court of competent jurisdiction in Albany County, New York, to which jurisdiction and venue you hereby irrevocably consent. You agree that a failure to reimburse Filio Technologies LLC within fourteen (14) business days of written demand constitutes a default, entitling Filio Technologies LLC to clear administrative costs, collections agency fees, and an additional award of all attorneys' fees spent securing the reimbursement.
YOU AGREE AND ACKNOWLEDGE THAT NEITHER FILIO TECHNOLOGIES LLC NOR YOUR REGISTERED AGENT IS LIABLE FOR ANY DAMAGE TO LEGAL MAIL OR LOSS OF LEGAL MAIL DURING OR AFTER MAILING OR SHIPMENT TO YOU. NEITHER FILIO TECHNOLOGIES LLC 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 FILIO TECHNOLOGIES LLC NOR YOUR REGISTERED AGENT HAS ANY RESPONSIBILITY OR OBLIGATION TO INSURE ANY LEGAL MAIL OR SHIPMENTS SENT TO YOU.
NEITHER FILIO TECHNOLOGIES LLC NOR YOUR REGISTERED AGENT 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 (available at filio.online/legal). NEITHER FILIO TECHNOLOGIES LLC 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.
YOU ARE STRICTLY PROHIBITED FROM UTILIZING THE REGISTERED AGENT ADDRESS FOR FRAUDULENT, DECEPTIVE, OR UNAUTHORIZED COMMERCIAL PRACTICES, INCLUDING BUT NOT LIMITED TO SECURING UNAUTHORIZED MERCHANT PROCESSING ACCOUNTS, APPLYING FOR LINES OF CREDIT UNDER FALSE PRETENSES, ESTABLISHING UNAUTHORIZED GOOGLE MAPS/SEARCH BUSINESS LISTINGS, OR ENGAGING IN DECEPTIVE MARKETING. IF YOUR UNAUTHORIZED, MISLEADING, OR FRAUDULENT MISUSE OF THE REGISTERED AGENT ADDRESS RESULTS IN A REGULATORY INQUIRY, LAW ENFORCEMENT INVESTIGATION, OR THIRD-PARTY LEGAL ACTION NAMING FILIO TECHNOLOGIES LLC OR ITS DESIGNATED REGISTERED AGENT, YOU AGREE TO FULLY INDEMNIFY, DEFEND, AND HOLD HARMLESS FILIO TECHNOLOGIES LLC. THIS OBLIGATION INCLUDES THE IMMEDIATE ADVANCEMENT OF ALL ATTORNEYS' FEES, COURT COSTS, AND LEGAL DEFENSE EXPENDITURES INCURRED BY FILIO TECHNOLOGIES LLC UPON WRITTEN DEMAND.