Terms and Conditions

By naming eResidentAgent, Inc (“ERA”) as the agent for service of process for your company(ies), you agree to the terms and conditions set forth below. Further, you acknowledge that the sole function of ERA is to act as a resident agent.

You are agreeing to pay our then current annual rate (presently $145 per jurisdiction/ year) for the following services: (1) Accept service of process and (2) Forward documents received in accordance with the instructions that you have provided to us (by first class mail and email). If we receive correspondence on your behalf (other than service of process and other documents delivered by certified mail), we will deliver such correspondence to you via first class mail and email only. We will not retain copies of any of the documents that are served on us.

If we have a payment source (credit card or ACH) on file, you authorize us to charge your card on an annual basis thirty (30) days prior to the annual renewal date, as well as for any other fees and costs incurred or charged by us in accordance with these Terms and Conditions.

ERA will not act as your company’s mailing address. For up to two times annually, there is no additional charge for delivery of documents to you. Thereafter, you agree to pay our costs associated with the delivery of the documents. If ERA resigns for any reason, you agree to reimburse us for all costs incurred, including state filing fees.

ERA will continue to act as your agent for service of process automatically each year until ERA or you terminates this agreement in writing (including email), which either of us may do at any time for any reason. Each year, we will send you an email to confirm the delivery instructions that we have on file. If you do not provide us with updated delivery instructions, you hereby authorize us to deliver documents to you in accordance with the most recent instructions we have on file. In addition, you acknowledge and agree that ERA will withdraw as your agent for service of process upon the occurrence of any of the following: (1) you fail to pay the annual fee within thirty (30) days of invoice date, (2) your company is suspended or forfeited by the Secretary of State or any other regulatory agency, or (3) ERA is unable to contact you at the address we have on file or documents we serve upon you are returned to us as undeliverable. If we attempt to deliver documents to you and those documents are returned to us or if we are served on your behalf and we are no longer your agent, we will return those documents to the party who served them on ERA. We will take no other action whatsoever.

You also acknowledge that ERA has established relationships with local service providers in various jurisdictions in which ERA does not maintain its own office. You agree that unless ERA is grossly negligent, ERA is not liable for the negligence of these providers. You are also agreeing that the services provided by ERA are not legal services, and that the sole responsibility of ERA is to deliver the legal documents that are served upon us in accordance with the instructions that we have on file.

Although ERA is affiliated with Ungerlaw, PC, and Ungerlaw, PC does make referrals to ERA, neither ERA nor Ungerlaw, PC is undertaking any duty whatsoever to act as legal counsel in connection with legal matters that are the subject of the documents served upon ERA. If you are a client of Ungerlaw, PC, by choosing to utilize the services of ERA, you are reaffirming your written consent to the Terms and Conditions of ERA's services as confirmed in your Attorney-Client Agreement with Ungerlaw, PC.

By naming ERA as the agent for service of process for your company(ies), the company or companies, and their shareholders, officers, and directors, agree to defend and indemnify ERA, its principles, officers, directors, shareholders, employees and agents for, and to hold them harmless from, any and all liabilities, costs, loss damages, attorney’s fees, expert fees, fines, penalties, administrative and/or other expenses ERA might incur as a result of any claim, notice of violation, request for corrective action, or any other legal, administrative, civil or criminal action, lawsuit, proceeding or complaint brought or asserted by any third party or entity related in any way to the activities undertaken by ERA as agent for service of process for the company or companies, except as it relates to ERA’s gross negligence or willful misconduct. In the event ERA’s right to defense and indemnity under this section arises, ERA shall have the right to have counsel, experts, and contractors of its own choosing, and all costs for same shall be borne entirely and solely by the above indemnifying party(ies). Without limiting the generality of the foregoing, the defense and indemnity called for under this section expressly includes and is intended to apply to any such liability, cost, loss, damage, fees, fine, penalty, expense, action or proceeding caused by, arising out of or related to any services ERA provides to the company or companies, or ERA’s acceptance of service of any documents, except as it relates to ERA’s gross negligence or willful misconduct.

In no event shall ERA be liable for any special, incidental or consequential damages arising out of or in connection with the performance of services as described herein, and, in all events, ERA’s liability hereunder shall not exceed Fifty Thousand Dollars ($50,000.00).

If any portion, provision, or part of these terms and conditions hereof is held, determined or adjudicated to be invalid, unenforceable, or void for any reason whatsoever, each such portion, provision or part shall be severed from the remaining portions, provisions or parts hereof, and shall not affect the validity or enforceability of such remaining portions, provisions or parts.

Any dispute arising from this Agreement or in connection with this or any other representation or any other relationship between us shall be submitted to binding arbitration in Los Angeles, California and conducted in accordance with the rules for commercial arbitration of the American Arbitration Association. In all cases, arbitration shall be binding. The arbitrator shall apply the laws of the state of California, including principals of equity, but without regard to conflicts of laws.You acknowledge that you have had the opportunity to seek the advice of independent counsel of your choosing regarding the services of ERA.

If you do not accept the foregoing terms and conditions, please advise us immediately so that we may resign as the agent for service of process for your company.

[rev 07.25.2018]