Terms and Conditions

These Registered Agent Services Terms and Conditions (this “Agreement”) constitute the legal agreement between you (“you” or “Customer”) and Corporate Creations Network Inc., a Florida corporation (“Corporate Creations,” “our,” “we” or “us”) with respect to your purchase and use of Services (as defined below) (collectively, your purchase and use of Services is hereafter referred to as an “Order”) or your access or use of Corporate Creations’ website including any webpages located within www.corporatecreations.com (collectively, the “Site”).

Unless otherwise defined in your Order, “Billing Commencement Date” means the date of your first invoice (following the audit referenced in Section 1.1), “Online Purchase Date” means the date of your first payment for Services purchased through the Site, and your “Effective Date” is the date referenced in your Order or the date of purchase if an Effective Date is not otherwise specified.

  1. SERVICES.
    1. We will provide the registered agent annual representation services and managed annual report services purchased by you in an Order and any transactional services purchased on your instruction (“Services”). You will provide a list of each entity’s domestic formation state and any foreign qualifications (each, a “Unit”) to be used by us to conduct a State-by-State audit to establish the correct number of existing Units. We will issue an invoice for the annual representation fees and the managed annual report service fees based on the actual number of Units as determined by the State-by-State audit.
    2. At our own expense we will prepare and file change of registered agent forms appointing our designated Affiliate as your registered agent in the applicable U.S. jurisdictions (the “Registered Agent”) where you and your Affiliates are incorporated or qualified to do business as designated by you. It is your sole responsibility to keep us informed as to any changes in address, or of changes of persons authorized to receive notifications, reports, processes and legal matters from Corporate Creations. For purposes of this Agreement, “Affiliate” means any person or entity directly or indirectly controlling, controlled by or under common control with a party. Corporate Creations will file Change of Agent forms immediately upon the conclusion of a State-by-State audit of your entity portfolio. Any direction to delay Change of Agent filings beyond the completion of an audit, after such audit has commenced, will require an additional State-by-State audit of your entity portfolio billed to Customer at then current rates.

  2. INSTRUCTIONS. You may from time to time communicate instructions to us through an attorney-in-fact or through such other third party who shall have the “usual” or “ostensible” authority to give instructions; and we shall have no liability in respect of or arising out of any action or inaction by us that is in accordance with such instructions. Since the forms involved with switching the registered agent are administrative and to the extent you purchase services that requires your or your designee’s signature, you hereby grant Registered Agent and its employees (a) the authority to sign and file any reports or documents with the applicable states as “Special Secretary” or “Special Manager” or another appropriate title on behalf of the applicable entity, unless you notify us in writing otherwise and (b) a Limited Power of Attorney to sign reports and documents in such office and with such authority as is required to file such forms and documents with the applicable states.

  3. SERVICE OF PROCESS. For the U.S. and other select countries listed in the Order, upon receipt of service of process of documents less than 200 pages, we will: (a) scan the document to create a PDF image and (b) deliver the service of process to you by email. For documents that are bound or are 200 pages or more, we will send the service of process documents by courier. We will forward all documents addressed to your Affiliates, registered trade names, and historical names, even when a clerical deviation exists such as a misspelling, punctuation error, or omission of a corporate suffix. It is our policy to redact all but the last 4 digits on any numbers that identify an individual or a financial account when this has not already been redacted by the issuer. For delivery of hardcopy service of process only where required due to legibility, inability to scan, or enclosed payments, Corporate Creations will do so by default using USPS. If tracking is required, Customer must provide Corporate Creations with its FedEx or UPS account number and assume responsibility for associated fees. If there is an error in the service of process you receive from us, you are responsible for letting us know immediately so that we can rectify the error.

  4. U.S. MANAGED ANNUAL REPORT SERVICE. If purchased in an Order, we will prepare and file state annual reports for Customer, with assistance from Customer when required and Customer agrees to provide assistance and all information and documentation reasonably requested to make such filings. Notification and payment of taxes and other amounts payable to the state are not covered by the managed annual report service, with the exception of franchise and other such fees that are required to be filed with an annual report. Customer data provided is used to complete annual report filings. We may not be able to file an annual report unless the required data is accurate, complete, and provided at least five (5) business days before the filing deadline. Any late fees or penalties for reports that cannot be filed due to missing required data will be the responsibility of Customer. We may be unable to file an annual report if all amounts due to the state have not been paid, and we will not be able to file annual reports if the Change of Agent process has not been completed. Where a state requires payment of franchise or other filing fees as part of an annual report, Corporate Creations may elect to, upon request, pay such individual or aggregate fees in a jurisdiction on behalf of Customer up to a specific amount and invoice Customer these fees. Individual or aggregate fees in a jurisdiction in excess of that specific amount must be paid to the state directly by Customer or, if arranged with Corporate Creations, wired by Customer to the Registered Agent no less than five (5) days prior to the filing deadline.

  5. U.S. TRANSACTIONAL SERVICES. Upon request, Corporate Creations will provide document retrieval services, UCC search and filing services, and corporate document preparation and filing services, e.g., for the formation, qualification, amendment, merger, dissolution, withdrawal and maintenance of entities nationwide. These services will be provided at then-standard rates.

  6. INTERNATIONAL FILING AND TRANSACTIONAL SERVICES. Upon request and as available, Corporate Creations will provide annual filing and other entity formation, dissolution, merger, amendment, etc. services, along with document preparation, searches and similar services in a number of non-U.S. jurisdictions. Corporate Creations may engage one or more service providers to assist with the provision of such Services. Services will be provided at then-standard rates.

  7. FEES.
    1. You agree to pay to Corporate Creations the non-refundable fees set forth in the Order for the Services purchased by you and all charges incurred as a result of any and all services performed by us on your behalf or upon your direction (“Fees”). These charges may include fees for service of process in excess of the number included in an Order.
    2. Failure to timely pay your Fees, provided we have contacted you and given you a reasonable opportunity to cure, may result in immediate suspension or termination of the Services and you assume any liability for any damages incurred as a result of such suspension. Corporate Creations will have the right to increase Fees from time to time in its discretion, provided that such increase shall not apply to any Initial Term or Renewal Term (each defined below) in effect at the time of such increase, but rather to the following Renewal Term. Fees do not include any applicable taxes and you are responsible for the payment of all taxes that may now or in the future be associated with this Agreement or your use and receipt of the Services (other than taxes based on Corporate Creations’ net income).

  8. TERM AND TERMINATION.

    This Agreement commences on the applicable Effective Date and the Services will continue for one year from the Billing Commencement Date or Purchase Date (the “Initial Term”), and annually thereafter (each, a “Renewal Term”) unless terminated in accordance with this Section. Customer may terminate this Agreement by providing thirty (30) days’ written notice to Corporate Creations. Corporate Creations may terminate this Agreement (a) at the end of any contract year by providing ninety (90) days’ written notice to Customer, (b) without cause at any time if Corporate Creations reasonably determines that it would be prejudiced by continuing to provide the Services to you (including without limitation, KYC screening, violation of law, sanctions screening, any misrepresentation you make to us, or changes in the answers to or in relation to your Order that render you ineligible to receive the Service(s)) or (c) without cause at any time for your failure to pay undisputed Fees. Upon any expiration or termination of this Agreement, (i) any and all liabilities accrued prior to the date of such expiration or termination will survive (including the payment of Fees and expenses for Services performed); and (ii) you will pay for Services that Corporate Creations is legally required to provide to you following termination (e.g., receipt and forwarding of service of process when listed as registered agent for any status Unit up to and until the date of termination). If Customer does not ensure all registrations have been changed to a new agent within 45 days of termination, we reserve the right to file resignation of agent paperwork and Customer will be responsible for such costs involved in the filing of such paperwork. Sections 3, 7, 8, 11, 12, 13 and 24 shall survive expiration or termination of this Agreement.

    1. TERMINATION OF REGISTERED AGENT SERVICES.

      2. When Registered Agent Services with us are terminated, you acknowledge and agree that:

      • (a) Upon termination, we are released from any and all liability or duty we had or that we continue to have to notify you about lawsuits or any mail that we might continue to receive, even if our office address is still listed on any part of the corporate filing or if we are still listed as the registered agent; and
      • (b) The termination is binding on all your Units; and
      • (c) Upon termination, you waive any and all rights or claims of statutory damages or tort claims.

  9. RENEWAL SERVICES. Ongoing services including but not limited to Registered Agent, Nominee Manager, Independent Director, Independent Manager, Springing Member, and Annual Reports Services automatically renew unless canceled in writing prior to the Renewal Term.
    1. Customer authorizes Corporate Creations to charge all Fees applicable to the payment card on file on the Renewal Term. The payment card on file is the payment card that is used to purchase Services unless later updated. Invoices not paid prior to the Renewal Term will be charged to the payment card on file. Payments are nonrefundable and Fees due are not prorated after the renewal date.

  10. WARRANTY DISCLAIMER. Performance of the Services by Corporate Creations requires the timely completion of Customers’ responsibilities and obligations. CORPORATE CREATIONS IS NOT ENGAGED IN RENDERING LEGAL OR OTHER PROFESSIONAL SERVICES. NO ATTORNEY-CLIENT PRIVILEGE IS CREATED BY USING CORPORATE CREATIONS’ SERVICES OR SITE. CORPORATE CREATIONS EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CORPORATE CREATIONS MAKES NO WARRANTY THAT THE SERVICES OR SITE WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES OR SITE WILL OPERATE IN AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE MANNER OR THAT YOUR DATA WILL NOT BE LOST OR DAMAGED. YOU ASSUME SOLE RESPONSIBILITY AND ENTIRE RISK AS TO THE SUITABILITY AND RESULTS OBTAINED FROM USE OF THE SERVICES OR SITE.

  11. CONFIDENTIALITY. Each party (a “Receiving Party”) may be granted access to certain confidential information of the other party or its Affiliates (a “Disclosing Party”) that may be marked as “Confidential” or that otherwise, by its nature, would be reasonably understood to be confidential, including without limitation, Corporate Creations’ pricing, work product, and software (collectively, “Confidential Information” ). Confidential Information of a Disclosing Party excludes information that is (a) known to the Receiving Party or its Affiliates at the time of disclosure; (b) received from a third party having the right to disclose such information to a party; (c) available to the public other than by a breach of an agreement with a party or its Affiliates; or (d) developed by the Receiving Party or its Affiliates independently of the Disclosing Party’s Confidential Information. Each party agrees to keep the other party’s Confidential Information strictly confidential and not disclose such information to any third party except that (i) the Receiving Party may disclose Confidential Information of the Disclosing Party in compliance with applicable law or a court order, provided the Disclosing Party is given reasonable notice of such law or order if legally permissible and (ii) Corporate Creations may disclose the Customer’s Confidential Information as reasonably required in connection with performance of this Agreement including, without limitation to its Affiliates and third party service providers that may provide services or software for the services. Each party agrees to use a commercially reasonable degree of care to protect the other party’s Confidential Information, but in any case, no less than the degree of care such party would use to protect its own Confidential Information. Notwithstanding the foregoing, Corporate Creations and its Affiliates may use, disclose, market, and sell data and statistics derived from Customer accounts provided such data and statistics are non- individualized, anonymous, and aggregated and such data and statistics are not attributable to any particular customer.

  12. LIMITATION OF LIABILITY.
    1. CORPORATE CREATIONS (WHICH, FOR PURPOSES OF THIS SECTION 12 INCLUDES CORPORATE CREATIONS AND ITS AFFILIATES, EMPLOYEES, DIRECTORS, OFFICERS AND SERVICE PROVIDERS) WILL NOT BE LIABLE TO YOU OR YOUR AFFILIATES FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, OR INCIDENTAL DAMAGES, LOSSES, COSTS OR EXPENSES IN RESPECT OF OR ARISING FROM THIS AGREEMENT OR ARISING OUT OF OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE SITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SITE OR SUCH OTHER WEBSITES, (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST DATA OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES), EVEN IF CORPORATE CREATIONS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES, COSTS OR EXPENSES.
    2. CORPORATE CREATIONS SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY ERROR, INADEQUACY, OR OMISSION THAT RESULTS FROM UNTIMELY, INNACURATE OR INCOMPLETE INFORMATION, DATA, DOCUMENTS, OR OTHER RECORDS DELIVERED, SUPPLIED, OR MADE AVAILABLE TO CORPORATE CREATIONS BY CUSTOMER OR AT THE DIRECTION OR UNDER THE AUTHORITY OF CUSTOMER.
    3. CORPORATE CREATIONS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT OR RELATING TO THE SERVICES WILL BE LIMITED TO THE AMOUNT ACTUALLY RECEIVED FROM YOU FOR THE PERFORMANCE BY CORPORATE CREATIONS OF THE SERVICES THAT GAVE RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THIS SECTION WILL BE GIVEN FULL EFFECT EVEN IF ANY REMEDY SPECIFIED IN THIS AGREEMENT IS DEEMED TO HAVE FAILED ITS ESSENTIAL PURPOSE. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION 14 WILL APPLY REGARDLESS OF WHETHER ANY ACTION IS BROUGHT UNDER STATUTE, IN CONTRACT, TORT, OR STRICT LIABILITY, OR FOR NEGLIGENCE (AND REGARDLESS OF THE NUMBER OF CLAIMS).
    4. When receiving process on behalf of Customer or when Customer is using the Site, Corporate Creations and its Affiliates shall in no event be responsible for any part of the underlying claim, nor shall Corporate Creations or its Affiliates be responsible for the underlying collateral in connection with UCC filings or searches. In no event does Corporate Creations or its Affiliates assume any liability whatsoever to any party other than the Customer for Customer’s use of the Services, and Customer shall indemnify Corporate Creations and its Affiliates (the “Corporate Creations Indemnified Parties”) against any claims brought by such parties. If Corporate Creations Indemnified Parties are subject to legal process on behalf of Customer, regardless of whether such process is due to Customer’s acts or omissions, Customer shall indemnify the Corporate Creations Indemnified Parties for any expenses incurred, including without limitation reasonable attorneys’ fees.

  13. FORCE MAJEURE. Corporate Creations will not be liable for any delay or failure in performance when such delay or failure arises from circumstances beyond its reasonable control, including without limitation acts of God, acts of government in its sovereign or contractual capacity, acts of public enemy or terrorists, acts of civil or military authority, war, riots, civil strife, terrorism, blockades, sabotage, rationing, embargoes, epidemics, pandemics, outbreaks of infectious diseases or any other public health crisis, earthquakes, fire, flood, other natural disaster, quarantine or any other employee restrictions, power shortages or failures, utility or communication failure or delays, labor disputes, strikes, or shortages, supply shortages, equipment failures, or software malfunction.

  14. NO THIRD-PARTY BENEFICIARIES. This Agreement is entered into solely for your and Corporate Creations’ benefit. Neither you nor Corporate Creations intends that this Agreement shall benefit any person or entity other than you and Corporate Creations or create any right or cause of action in or on behalf of, any person or entity other than you or Corporate Creations.

  15. INJUNCTIVE RELIEF. Each party acknowledges and agrees that breach by the other party of Sections 7 and 11 (as applicable) may give rise to irreparable harm, and that the injured party shall be entitled to seek injunctive relief in such event.

  16. NOTICES. All notices delivered under this Agreement shall be in writing and deemed given upon receipt when delivered personally by nationally recognized overnight courier service or upon confirmation of receipt following delivery by registered or certified mail, return receipt requested, postage prepaid, in each case to the address of the receiving party set forth on the Order or at such other address furnished by the receiving party in writing.

  17. CHOICE OF LAW. This Agreement shall be construed, interpreted and the rights of the parties determined in accordance with the laws of the State of New York, without regard to conflicts of law principles. Each party expressly waives the application of New York General Obligation Law Section 5-903 to any renewal of this Agreement. The parties will submit to the exclusive personal and subject matter jurisdiction of the state and federal courts located in the City and County of New York, New York.

  18. SEVERABILITY. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Corporate Creations’ failure to act with respect to a breach by you or others does not waive Corporate Creations’ right to act with respect to subsequent or similar breaches. The section titles in this Agreement are for convenience only and have no legal or contractual effect.

  19. ASSIGNMENT. Corporate Creations may engage one or more service providers to assist with the provision of Services. We may transfer or assign this Agreement to an Affiliate or to a third party in connection with the merger, consolidation or sale of all or substantially all the assets, stock or business relating to the Services. You may not assign or transfer this Agreement, or any of the rights granted to you, by operation of law or otherwise, without our written consent.

  20. MERGER. This Agreement (including by reference, the Orders) constitutes the entire agreement between Corporate Creations and you regarding the Services and use of the Site and supersedes all prior written and oral agreements.

  21. COUNTERPARTS. Without limitation, a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

  22. MODIFICATIONS. NO MODIFICATIONS TO THIS AGREEMENT BY YOU WILL BE ACCEPTED. CORPORATE CREATIONS RESERVES THE RIGHT TO MODIFY THIS AGREEMENT AT ANY TIME. ANY SUCH CHANGES WILL NOT APPLY TO ANY DISPUTE BETWEEN YOU AND US ARISING PRIOR TO THE DATE ON WHICH WE POST OR MAKE AVAILABLE THE REVISED AGREEMENT INCORPORATING SUCH CHANGES. THE REVISED AGREEMENT SHALL BE EFFECTIVE UPON THE DATE LAST UPDATED. IT IS YOUR RESPONSIBILITY TO CHECK THE APPLICABLE URL OR LOGIN PAGE REGULARLY FOR CHANGES TO THIS AGREEMENT. IF YOU DISAGREE WITH SUCH MODIFICATIONS, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE TO TERMINATE THIS AGREEMENT BY SENDING WRITTEN NOTICE TO CORPORATE CREATIONS AND RECEIVE A REFUND OF ANY UNUSED ANNUAL SERVICE FEES. YOUR CONTINUED USE OF OUR SITE OR SERVICES AFTER TERMS HAVE BEEN UPDATED SERVES AS ACCEPTANCE OF SUCH TERMS.

    23. Last Updated: November 11, 2024