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

You are agreeing to pay our current annual rate (presently $125 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, overnight (within the continental United States only), or 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 only. We will not retain copies of any of the documents that are served on us.

If we have a credit card on file, you authorize us to charge your card on an annual basis thirty (30) days prior to the annual renewal date. 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, which either of us may do at any time for any reason. Each year, we will send you a renewal package and ask you to update the document 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, we will forward those documents to the party who served them on ERA, along with a letter indicating that we have attempted to deliver documents to you and they were returned to us. 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.

The company or companies designated above, 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. 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 defending and 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.

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. 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.