Terms and Conditions
Note: All new clients are required to provide an ID Check through an online service we work with. This includes a picture of your ID, front and back, and a selfie taken at the same time. No order will be processed without this.
Relationship between parties. Parties do hereby agree that Corporations Today, Inc. and/or its assigns, (hereinafter “CT”), are authorized to be the registered agent for the company you, the buyer, are forming or purchasing (both buyer and entity being formed or purchased hereinafter “Company”). This creates an agency relationship between CT and the Company, limited to the duties and obligations herein.
Address Requirements. CT will maintain a physical address for the Company in accordance with the Wyoming law and as defined by the Wyoming Secretary of State by rule to accept service of process, forward any due process to the last known address of the person ordering the Company, maintain the address of record to which all service of process is to be delivered for the Company represented and maintain on file the information required by the Wyoming Registered Agent Act.
Contact Information. The person who has formed or purchased the entity also agrees that the names and addresses of the company’s designated contact, officers, directors, managers, and/or members will be kept current with the registered agent, within sixty (60) days of any change, until the entity’s first annual report is accepted for filing with the Secretary of State and annually thereafter.
Signatures. Emailed, faxed, printed, Terms and Conditions listed on CT’s website or otherwise electronic and printed versions of this or any agreement between the Company and CT shall constitute the same and have the same legal bearing as signed originals.
Power of Attorney. The person who has ordered or purchased the entity hereby authorizes CT, the registered agent, to have full power and authority to act on behalf of the Company with the State of Wyoming. The agent’s powers shall be limited to preparing, signing, and filing documents with the State of Wyoming.
Fees and Cost. The Company assumes liability for all charges incurred as a result of any and all services performed by CT on the Company’s behalf or upon the Company’s direction. Such charges shall be due and payable prior to services rendered. If the Company fails to pay any outstanding balance for thirty (30) days following the date upon which the charge is invoiced, the services of CT shall be suspended and CT may thereafter resign as the registered agent without notice and the Company shall assume any liability for any damages incurred as a result of such action.
Indemnity. Except in the case of CT’s proven negligence or willful misconduct, in either of which events CT’s liability (in the aggregate) shall not exceed $500, CT’s entire liability and the Company’s exclusive remedy for damages due to performance or non-performance of CT for any and all any cost of service whatsoever, regardless of the form of action, whether in contract or in tort, shall be limited to the refund for the charges specifically of the non-performance of services covered in this agreement. When receiving process on behalf of the Company, CT shall in no event be responsible for any part of the underlying claim, nor shall CT be responsible for the underlying collateral in connection with UCC filings or searches. In no event does CT assume any liability whatsoever to any party other than the Company for the Company’s use of CT’s services, and the Company agrees to indemnify CT against any claims brought by such parties. The Company 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 CT. While CT takes reasonable steps to provide complete and accurate services, CT cannot warrant or guarantee that its services are complete or error-free. CT is not an insurer with regard to the services performed. In order to obtain CT’s services for the charges stated, Company agrees to assume the risk for any and all liabilities disclaimed by CT and all damages in excess of the limited remedy provided herein. If CT or its employees, affiliates, subsidiaries, or representatives are subject to legal process or claim on behalf of the Company, regardless of whether such process or claim is due to either party’s act or omission, the Company shall indemnify CT for any damages or expenses incurred. These damages and expenses include reasonable attorney fees that CT in its sole discretion, incurs in obtaining legal representation. CT shall not be liable to the Company or any third party for any direct, indirect, special, consequential, or incidental damages (including damages for loss of business, business interruption, loss of business information, and the like) arising out of the use of CT’s services, even if CT has been advised of the possibility of such damages. This indemnity applies to all services contracted by Company with CT.
Services. CT’s contractual obligations as registered agent hereunder are limited to the receipt and forwarding to the company 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 contract. Once these items have been forwarded, CT has no obligation to follow up with the Company to ensure that required filings are made with legal, state, or federal agencies. In addition, CT has no obligation to forward any items received pursuant to any unauthorized use of CT’s address and assumes no liability to the Company or any other party for the loss of such items. The Company assumes all liability for such losses regardless of whether the Company had approved or initiated the unauthorized use. CT may seek reimbursement from the Company for any and all costs incurred in connection with the unauthorized use of CT’s address.
Notice of changes. It is the Company’s sole responsibility to keep CT informed as to any changes in address or of changes of persons authorized to receive CT notifications, reports, processes, and legal matters. Such changes are deemed to be effective when entered into CT’s client record systems. The information provided in this agreement will be kept current with CT annually or within sixty (60) days of any change during the first year. Should changes in Managers, Managing Members, Directors, or Officers be made, it is the responsibility of the Company to notify CT of such changes 45 days prior to the anniversary date of the Company or within sixty (60) days of any change during the Company’s first year of existence. The company is responsible for reporting assets located within the State of Wyoming to CT. It will be assumed such assets are $0 unless otherwise specified. Should the assets change it is the Company’s responsibility to notify CT of such changes 45 days prior to the anniversary date of the company.
Mail Forwarding Terms and Conditions, if purchased
A. CT shall have the option, at its discretion, to review any account at any time and to increase the amount of any deposit required hereunder when, in CT’s opinion, such increase shall become necessary due to the volume of mail or frequency of forwarding required by the Company. The standard plan that was purchased provides for the forwarding of all letters but not to exceed $6.45 in postage costs per your forwarding service. Additionally, there will be a $15.00 surcharge plus postage for any forwarding of packages received. Rates to be charged under this agreement may be increased as is deemed appropriate or necessary upon 30 days written notice to the Company.
B. IN THE EVENT OF TERMINATION: of this agreement by either party for any reason or in the event of default by Company, it is agreed that mail services under this agreement shall immediately cease. Further, CT may, or may not, at its sole discretion, return any of the Company’s mail to the sender or discard any of the Company’s mail that is received after the termination of this agreement or after default, under this agreement, by the Company. It is further agreed that upon the termination of services under this agreement, it is the sole responsibility of the Company to do all that is necessary to effect a proper change of address. It is further agreed that CT may change the address that Company has been assigned with 30 days written notice to the Company.
C. HOLD HARMLESS: The Company shall indemnify and hold harmless CT against and from any and all claims arising from the Company’s use of this “Mail Forwarding Service” or the actions and services of CT on behalf of the Company, from and against all damages, costs, attorney fees, expenses and liabilities incurred in or about any such claim or any such action or proceeding brought thereon, and, in any case, actions or proceedings brought against CT by reason of any such claim, whether the said claim is brought by Company or a third party; Company, upon notice of, shall defend the same at Company’s expense by counsel reasonably acceptable to CT.
D. COMPANY HEREBY EXPRESSLY REPRESENTS, WARRANTS, AND VOWS to CT that Company’s services herein contracted for by Company, will at all times be in compliance with all State and Federal regulations, laws, and statutes. The company understands and agrees that if the Company changes its forwarding address, Company must immediately inform CT in writing. It is the responsibility of the Company to make sure that CT is notified of changes in Company’s forwarding address in writing to enable CT to make changes to its records according to Company’s instructions. If CT determines in its sole discretion that Company’s forwarding address is inadequate and makes a reasonable attempt to contact Company to determine an adequate address but is unable to obtain an address adequate to forward Company’s mail, CT will hold the mail for no longer than 30 days and then return said mail to sender as undeliverable as addressed. No refunds of any type are allowed on deposits, mail forwarding, or related fees. All transactions are final. In the case of a termination of this agreement and any unused portion of a deposit remains, CT may, at its option, treat said unused portion as a cancellation fee, or may elect to allow the Company a credit of all or a portion of said unused amount towards other services or products supplied by CT.
Public Record Nominee Service Terms and Conditions, if purchased
A. UPON PURCHASING: By purchasing the public record nominee service, the duly authorized agent and/or CT (both hereinafter Nominee), may act on behalf of said company as a Manager(s)/Officer/Director of the Company for public record purposes, only. The Nominee’s duties and authority shall be limited expressly to signing and filing public documents required by State law in order to maintain the good standing of the Company. The Company shall indemnify and hold harmless the Nominee for any liabilities or claims the Company, except for liabilities arising from the Nominee’s failure or gross negligence with respect to the Nominee’s duties. In either of these events, the Nominee’s liability (in the aggregate) shall not exceed $500.
B. RENEWAL: The matters stated above are to continue annually beginning the 1st day of the incorporation month of the said company, with the appointment and resignation automatically recognized by Company. Should changes in Managers, Managing Members, Directors, or Officers be made, it is the responsibility of the Company to notify the Nominee of such changes 45 days prior to the anniversary date of the company. The company will be responsible for reporting assets located within the State of Wyoming to the Nominee. It will be assumed such assets are $0 unless otherwise specified. Should the assets change it is the Company’s responsibility to notify CT of such changes 45 days prior to the anniversary date of the company.
C. Cancellation: Upon cancellation or termination of the Public Record Nominee Service, the Nominee will resign and appoint the last appointed Manager/Member/Officer/Director. Such information shall be provided to the State of Wyoming and made public record. Further, upon the resignation of the Nominee, the principal and mailing office address will be changed to the last known address of the Company, on the records of CT, with the Wyoming Secretary of State.
ENTIRE AGREEMENT: It is expressly understood that this agreement constitutes the entire agreement between the parties and that no statement, representation, promise, or inducement made by any party hereto, its agents or employees, which is not expressly contained in the agreement, shall be binding or of any force or effect.
CHOICE OF LAW: This agreement shall be governed by the laws of the State of Wyoming, without regard to Wyoming’s conflict of laws rules. It is further covenanted and agreed that jurisdiction of any suit or controversy involving this agreement shall be exclusively within the State of Wyoming.
PAYMENT IN FULL: If the Company stops or cancels payment or does not complete payment in full to CT, for any reason, for services and/or entities formed or purchased, under this agreement, CT has the right to cancel the transaction with the Company and change the State records to reflect that cancelation, which includes but is not limited to, changing the officers and shareholders of the entities formed or purchased.
TERM OF AGREEMENT: It is understood that the date purchased is NOT the contract date of service. The contract BEGINS the date at which time the service is purchased and ENDS one (1) year to date of the first (1st) business day of the month in which the service was purchased.
CHANGE OF TERMS: CT may change these Terms and Conditions with thirty (30) days written notice. Companies continued use of CT services will denote their acceptance of any such changes.
CT is not and will not render legal, accounting, tax, or other professional services under the terms of this agreement.