Our Terms of Service
Last Updated: December 2023
At Independent Texas Registered Agent LLC, we’re more than low-cost registered agents and business filers. We’re also dedicated to transparency in our dealings with users and clients, which is why we have included our detailed Terms of Service below.
For specific terms regarding our VOIP phone service, read our VOIP Terms of Service Agreement.
For specific terms regarding our Trademark service, read our Trademark Terms of Service Agreement.
Phone: (302) 546-5585
Intellectual Property Rights and Ownership
We own all right, title and interest, in and to all Intellectual Property Rights (as defined below) in the Services and websites, and these Terms do not grant you any rights to our Intellectual Property Rights. For purposes of these Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress, service mark rights, goodwill, trade secret rights, and any other intellectual property rights that may exist now or come into existence in the future, and all of their applications, registrations, renewals and extensions, under the laws of any state, country, territory or other jurisdiction.
You may submit comments or ideas about the Services (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited, and without restriction, that it will not place us under any fiduciary, confidentiality or other obligation, and that we are free to use the Idea without any compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.
You agree to protect, defend, indemnify and hold us 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 for litigation and/or arbitration) suffered or incurred by us, including, without limitation, any claim arising from:
- your wrongful or improper use of the Services;
- your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights;
- your violation of any law, rule or regulation of the United States or any other country;
- any other party’s access and/or use of the Services with your unique name, password or other security code;
- any copyright infringement claims that may arise from us scanning Legal Documents or other mail on your behalf;
- the failure of any third party, including but not limited to the United States Postal Service or any commercial delivery or courier service, to provide delivery or courier services accurately and on time;
- any loss, damage or destruction of your Legal Documents by any cause whatsoever;
- our being named as a defendant in an action based on our status as your registered agent;
- any claims or action brought against us relating to your failure to maintain updated information on any of our websites.
We’re Not Attorneys, Accountants, or Fiduciaries
We are not a law firm or an attorney and do not provide legal advice. We provide information and act as a fulfillment service provider. As we are not attorneys, there is no attorney-client relationship between us and none of the communications between us are protected as attorney-client communications. Use of our services as a fulfillment service provider shall NOT create any fiduciary duty or obligations, either implied or express, by any agent, affiliate or employee of the company.
Dispute Resolution by Binding Arbitration and Class Action Waiver
Our customer support staff can resolve most customer concerns quickly by email or by phone. Simply reach out to us at (302) 546-5585 or email@example.com.
In the unlikely event that we are unable to resolve your complaint to your satisfaction, we each agree to resolve those disputes through binding arbitration under the auspices of JAMS Alternative Dispute Resolution (“JAMS”).
JAMS will administer any such arbitration under its Comprehensive Arbitration Rules. If the amount of the claims and counterclaims are less than Two Hundred and Fifty Thousand Dollars ($250,000.00), then the JAMS Streamlined Arbitration Rules and Procedures will be used.
You agree that any arbitration pursuant to these Terms will be on an individual basis, and that you will not bring a claim as a plaintiff or class member in a class, consolidated, or representative action.
You further agree that class arbitrations, class actions and consolidation with other arbitrations will not be allowed. All disputes and claims between us will be heard by a single arbitrator.
Limitation on Time to Initiate a Dispute
You agree that any action or proceeding by you relating to any dispute must commence within one year after the alleged cause of action accrues.
Disclaimer of Warranties & Limitation of Liability
DISCLAIMER OF WARRANTIES
TO THE FULLEST EXTENT ALLOWED BY LAW, YOUR USE OF THIS SITE AND OUR SERVICES ARE PROVIDED “AS-IS” WITH NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
WE DO NOT WARRANT OR GUARANTEE THAT THE SERVICES ARE ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, ERROR-FREE, WITHOUT DEFECT OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT WE WILL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES REGARDLESS OF THE LEGAL THEORY, OR WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT, OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT OUR TOTAL LIABILITY FOR ALL CLAIMS RELATING TO YOUR USE OF THIS WEBSITE AND OUR SERVICES SHALL IN NO EVENT EXCEED THE AMOUNT YOU PAID TO US FOR SERVICES DURING THE TWELVE MONTH PERIOD PRECEDING THE DATE OF YOUR CLAIM.
Business Filing and Registered Agent Services
Accurate and Current Information
Because of various state requirements and statutes, we do need accurate information concerning the filings we perform on your behalf. We don’t sell your information and we keep all information that is not required on public documents private.
However, you agree that you are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of your information. You also agree that the accuracy of filings which we make on your behalf depends on the information you provide and you agree to promptly notify us when any of your information changes. In the event that any information changes, you agree to notify us of that change immediately. Your failure to maintain accurate and up-to-date information is a material breach of our Terms, and is grounds for immediate termination of Services(s).
There’s a lot of logistics involved with registered agent services and sometimes we utilize professionals like couriers, attorneys and other third-parties to fulfill our registered agent duties. This item is to make sure you understand and agree that these service providers may assist us in providing you with registered agent services.
Accepting Service of Process and Other Legal Documents
As your Texas registered agent, we need to accept a variety of legal documents on your behalf and upload them into the online account we provide you. You authorize us to receive up to 15 service of process, important communications, and legal documents of any kind (“Legal Documents”) on your behalf per year. We reserve the right, and you agree, that a fee may be applied to your account for Legal Documents received above the current 15 per year limit. You also acknowledge and agree that this fee may be subject to change as a result of our sole discretion and determination. You also agree that we can open, scan, upload and transmit the Legal Documents into your account in connection with providing Services to you.
Registered agent services are limited to the receipt of service of process as well as the receipt and forwarding of Legal Documents, and do not include the receipt of any general or regular mail or other items. Accordingly, we do not assume liability to you, or any third party, for loss of mail or other items which are not Legal Documents.
Destruction of Documents
We do not perpetually retain the original copies of documents received by our offices. We expect that clients and their beneficiaries will diligently and promptly act to avoid any delivery of vital documents to our offices. In the event such documents or other mailings are delivered to our offices, we expect that clients and their beneficiaries will diligently act to request the original document or mailing to be forwarded to the client. Unless otherwise agreed in writing, all such forwarding requests will be at the client’s expense. All documents and mailings are destroyed after thirty (30) days following the digital scanning of the documents and mailings.
Monthly Subscription Bundle Service
Our goal is to help you get your company up and running with no minimal upfront costs and a low monthly cost.
- Monthly Subscription Bundle Service Includes: Paying the required State filing fees for your Corporation or Limited Liability Company, providing Registered Agent service, obtaining an Employer Identification Number (“EIN”) and paying any other necessary Renewal Service Fee(s). We then divide the total amount of these fees, including a small convenience fee, into 12 equal monthly payments.
- Your Monthly Subscription Bundle Service begins as soon as your initial payment is processed. Your Monthly Service will automatically renew each month without notice until you cancel. We will automatically charge you the then-current rate for your Monthly Service plan, which includes any applicable taxes, every month of your annual contract until you cancel. The minimum term of the Monthly Service shall be 1 year (“Annual Term”). By participating in the Monthly Service, you agree to pay the initial and all recurring monthly payments. To cancel your Monthly Service please see our “Monthly Subscription Bundle Service Termination” section.
- Annual Renewals. The Company will notify you about annual renewals including any adjustments to the monthly rate of your Monthly Subscription Bundle plan. Upon notification of the annual renewal, you will have the option to opt out of the next Annual Term, pay for the full amount of Monthly Service, or continue to pay monthly.
Receipt of Packages
While we are thrilled to serve as your registered agent and receive service of process and legal documents on your behalf, we should not be receiving packages on your behalf. Packages arriving at our office will be refused upon delivery or returned to their location of origin if immediate refusal is not possible. In the event that neither refusal nor return of the package is an option, you will be informed that we have it in our possession. By using our services you agree that, if we receive packages on your behalf, we are not acting as a bailee or warehouse and owe no duty of care in the holding and/or shipping of packages. If you would like the package delivered to the address associated with your account, you will be responsible for all shipping associated with the shipment of the package. You will also be responsible for the insuring of the package. We will only hold packages for 14 days from the date of receipt and notification before properly disposing of them.
Document Storage Policy
You are not obligated to use this document storage feature. However, if you choose to use this feature, you agree not to upload or store anything to which you do not possess the necessary rights or anything that is illegal, dangerous, destructive, or illicit material. We may review your conduct and content for compliance with these Terms. If we, in our sole discretion, determine that you are in violation of these Terms while providing you with service, then we may terminate any and all services connected to your account. It is your responsibility to ensure compliance with these Terms.
Intellectual Property License
If you choose to use this document storage feature, then you agree to provide us with a worldwide non-exclusive royalty-free license to use your content, which includes any of your intellectual property stored on our systems, in order to provide you with such services and features, to improve our operations along with your experience, and to develop new technologies and services. To be clear, you will continue to own your intellectual property, while we will own any and all improvements made to our operations as a result of our use of your intellectual property as described in the following paragraph.
This license allows us to host, reproduce, distribute, communicate, and use your content in the course of providing you service — for example, to save your content on our systems and make it accessible to you and us, regardless of where you may be located. You also agree that we may sub-license these rights to our representatives, subsidiaries, partners, affiliates, contractors, and other third-parties that are necessary to provide you with such services.
This license to use your intellectual property lasts until such time that you take affirmative steps to actually delete or remove the content from your online account. Once we confirm such content is removed from our systems, our license to such content expires, unless in our sole and absolute discretion there is a lawful reason to preserve such content (e.g. litigation, disaster recovery, etc.)
Termination of Services (Registered Agent and/or Other Services)
When any Service with us is canceled or terminated, you acknowledge and agree that:
- 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
- Upon termination, at our discretion we have the right to remove ourselves and our address, which may result in you or your company going into default and/or loss of licenses, good standing, or approval to perform work by various agencies; and
- You are responsible to pay any and all outstanding invoices; and
- You are responsible for any regular, non-discounted, and a la carte fees which may occur as a result of unbundling due to the termination of any Service(s); and
- You are responsible for any invoices generated or fees incurred after the expiration of any free trial of any Service(s); and
- Anyone who has access to your account has the proper authority to cancel Services; and
- The termination is binding on the company(s); and
- Upon termination, you waive any and all rights or claims of statutory damages or tort claims; and
- You will NOT file a “change of address” request with the United States Postal Service (“USPS”).
Terminating Our Registered Agent Services
1. Termination by Us.
We may terminate your registered agent Service at any time. Reasons for termination may include, but are not limited to: i) your failure to provide accurate, complete and current information for your account; ii) the inability to locate you after reasonable efforts are made; iii) your failure to pay for your Service; or iv) suspected illegal activity;
2. Termination by You.
You may terminate your Service by logging onto your account and canceling your Service in your client portal. If we receive any documents on your behalf after you have canceled your account, you can either sign up for new registered agent services, pay for all Services provided by us prior to your cancellation, or pay a per document fee to view the document
3. Handling of Legal Documents after we are no longer your registered agent.
Once we are no longer your registered agent, if we receive further Legal Documents on your behalf, we will send an email notice to the last known email address that we have on file for you. If you want to view a Legal Document, you will need to renew your service with us, pay any fees incurred prior to cancellation or pay a per document fee in order to view the Legal Document. Once you take one of these actions, we will upload the Legal Document so that you can view it.
4. You Waive and Release any Claims and Agree to Hold Us Harmless and Indemnify Us.
You waive and release us from any obligation to forward or re-mail documents that are received after your registered agent Service has been terminated and you specifically agree that we have no obligation to forward or re-mail any documents to you except as outlined in these Terms. You further agree to hold us and our affiliates harmless from any third party claim arising out of a delay or failure of you to receive Legal Documents after your registered agent Service has been terminated.
5. No Refunds for registered agent Services.
We do not offer full or prorated refunds for canceled registered agent Service unless you cancel within ninety (90) days and you have not listed us as your registered agent. This Service is purchased and renewed on an annual basis and must be terminated prior to the annual renewal date to avoid recurring annual charges.
Terminating Our Other Services
1. Termination by Us.
We may terminate a Service or Services at any time. Reasons for termination may include, but are not limited to: 1) your failure to provide accurate, complete and current information for your account; 2) the inability to locate you after reasonable efforts are made; 3) your failure to pay for your Services; 4) suspected illegal activity; and 5) any other lawful reason. As your sole remedy in the event of our termination of a Service or Services, other than registered agent Services, we will refund you any pre-paid fees for the Service(s) on a pro-rata basis.
2. Termination by You.
If you terminate Services other than registered agent Service, we will refund pre-paid fees made by you on a pro-rata basis unless the Services consist of call forwarding or mail forwarding where we only provide prorated refunds within the first seven (7) days of the invoice due date.
Monthly Subscription Bundle Service Termination
- We can terminate services. We may terminate Monthly Subscription Bundle Service or Services at any time. Reasons for termination may include, but are not limited to: your failure to provide accurate, complete and current information for your account; the inability to locate you after reasonable efforts are made; your failure to pay for your Monthly Services; suspected illegal activity; and any other lawful reason.
- You may terminate your Monthly Subscription Bundle Service at any time by logging into your account and canceling in your account. You must immediately pay the unpaid lump sum amount of your remaining Annual Term obligation. Cancellation is effective immediately upon completing the cancellation process. For example: If you signed up for Monthly Service for $100 per month, that means the total Annual Term amount is $1200. If, After 2 months of Monthly Service, you decide to cancel after three subsequent monthly payments. The amount of your initial fee and the three subsequent monthly payments would equal $400. To initiate cancellation of your Monthly Service, you will be prompted in your online account to pay us the remaining $800 in order to complete your cancellation.
- Non-Refundable Fee(s). Except as otherwise set forth in these Terms of Service, your Monthly Service fees, once paid, are non-refundable and non-creditable for any reason whatsoever, including, without limitation, the cancellation of the Monthly Service.
Corporate Transparency Act
Company Applicant: We provide the online tools and software to facilitate your business formation. No individual is personally involved in your business formation. As such, our employees do not fall within the category of “Company Applicant” as defined by 31 CFR 1010.380(e), unless otherwise instructed by a State or Federal authority.
Electronic Signatures and Records
We’re a digital company and sometimes we need your electronic or hard copy signature, so we can file documents on your behalf. You agree to provide that signature to us when required.
Electing to Use Auto-Pay
Some of our Services are billed via an automatic payment feature unless you choose to opt out of this feature within your client account. Customers who opt-out will be invoiced for payment. All accounts using auto-payment must provide us with valid and current credit card information and you agree that we are authorized to charge such credit card for all purchased Services as well as fees incurred in providing you with Services.
Specifics Regarding Auto-Pay:
- all auto-payments will be charged to the credit or debit card on file for the business entity or individual.
- all auto-payment services excluding Monthly Subscription Bundle Services must be canceled at least one (1) day before the next charge date to avoid paying for the next month of Services, or year of annual Service. All cancellations must be handled through your online account.
- customers enrolling in our Monthly Subscription Bundle Services, Phone Service, or Mail Forwarding must enroll in monthly automatic payments and authorize us to charge their account for Services every thirty days.
- annual auto-pay charges that fail to process will be rendered an unpaid invoice in your online account and subject to the fees and procedures outlined in these Terms.
- monthly subscription or auto-pay charges that fail to process will result in the cancellation of all applicable Services and features.
Like any other functioning business, we try to collect the money owed to us. That being said, we will always do our best to treat each client with the respect they deserve. To that end, this section addresses how we handle declined payments and collections, and also outlines what you’re agreeing to as our client.
If you’re enrolled in an autopay service, we’ll charge whatever payment methods are stored in your online account. If all methods fail or there is not a valid method saved, we may suspend your account and require payment in order to reinstate services or in order to cancel your services. While we personally find the idea of collections revolting, we reserve our right to use legal action and collection agencies if deemed necessary.
To keep our lawyers satisfied, this is the more technical and detailed version:
If we don’t receive payment (“Non-Payment”), you agree to pay all amounts due upon demand to resume or cancel your Service(s). You also authorize the Company to charge any and all outstanding fees and penalties that become due as a result from such Non-Payment. Additionally, following any such Non-Payment, you will not be eligible for monthly-billing or partial payments until your account is brought current. Non-Payment may also result in delayed services which include but are not limited to: locked documents, non-filing of compliance documents and the processing of additional orders.
You agree that you are liable for all third-party collection agency recovery fees and charges. You are solely responsible for any and all fees charged to your credit card by the issuer, bank, or financial institution including, but not limited to, membership, overdraft, insufficient funds, and over the credit limit fees. By failing to notify the Company of billing problems or discrepancies you agree that you waive your right to dispute such billing discrepancies. We may modify the price, content, or nature of the Service(s) at any time. We may provide notice of any such changes by email, notice to you upon log-in, or by publishing them on our website.
Unless otherwise stated herein, all purchases are final and non-refundable after 90 days. No refunds will be given for any charges or credits more than 90 days old, unless otherwise agreed to in writing between you and us and/or is specific to the type of service we are providing or is required by law. We reserve the right to issue refunds or credits at our sole discretion unless otherwise required by law. If we issue a refund or credit, we are under no obligation to issue the same or similar refund in the future. This refund policy does not affect any statutory rights that may apply.
By providing your mobile phone number and checking that you wish to receive communications, you are consenting to receive Short Message Service (SMS)/text messages from us. The SMS/Text messages you may receive service-related and promotional messages, including: updates, alerts, and information (e.g., order updates, account alerts, etc.) and promotions, specials, and other marketing offers (e.g., cart reminders) through your wireless provider to the mobile number you provided, even if your mobile number is registered on any state or federal Do Not Call list. SMS/Text messages may be sent using an automatic telephone dialing system or other technology.
Message frequency varies but you will not receive more than one (1) message(s) per day. Standard message and data rates may apply from your wireless provider and you are responsible for all charges and fees associated with text messaging imposed by your wireless provider.
Your participation in this program is completely voluntary and you can Opt-Out at any time by submitting an inquiry on our website or emailing our support team.
To the extent permitted by applicable law, you agree that we will not be liable for failed, delayed, or misdirected delivery of any information sent via SMS/text message, or any errors in such information, and/or any action you may or may not take in reliance on the information received via SMS/text message.
Acceptable Use of Our Websites and Services
In using our websites and Services, you may not, nor may you permit any third party, directly or indirectly, to:
- access or monitor any material or information on any of our systems, using any manual process or robot, spider, crawler, scraper, or other automated means;
- except to the extent that any restriction is expressly prohibited by law, violate the restrictions in any robot exclusion headers on any Service, work around, bypass or circumvent any of the technical limitations of the Services, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble or otherwise reverse engineer the Services;
- perform or attempt to perform any actions that would interfere with the proper working of the Services, or prevent access to or use of the Services by our other customers;
- copy, reproduce, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute in any way material, information or Services from us;
- access or cause anyone to access any account, information, or material other than that within your own authorized online account;
- use any Service in a manner that violates any laws, rules, regulations, or any individual’s rights;
- cause anything to be uploaded to our systems that violates any laws, rules, regulations, or any individual’s rights;
- transfer any rights granted to you under these Terms;
- use the Services except as expressly allowed under these Terms.
In the course of providing Services to you, along with any improvements we make to our operations, we may interact with information related to your account, including any information you provide to us and materials you may upload to our systems. If we reasonably suspect that your account has been used for an unauthorized, illegal or criminal purpose, you hereby give us express authorization to share information about you and your account with law enforcement.
Use of Address
Your ability to use our address is strictly dependent on the Service you purchase from us. For example, if only registered agent service is purchased from us, then our address may only be used for the strict purpose of supplying individuals and organizations with notice of who and where to serve any service of process or legal notice. Alternatively, if you have purchased other Services from us, then specifics of how to use our address will be contained within subsequent written communications which are incorporated into these Terms by reference herein.
We shall not be considered to be in breach or default of these Terms, and shall not be liable for any cessation, interruption, or delay in the performance of our Services or other obligations by reason of earthquake, flood, fire, storm, lightning, drought, landslide, hurricane, cyclone, typhoon, tornado, natural disaster, act of God or of the public enemy, epidemic, famine or plague, action of a court or public authority, change in law, explosion, war, terrorism, armed conflict, labor strike, lockout, boycott or other similar even that is beyond our reasonable control, whether foreseen or unforeseen (each a “Force Majeure Event”).
If a Force Majeure Event continues for more than sixty days in the aggregate, we may immediately terminate our Services and shall have no liability for, or as a result of, any such termination.
We may revise these Terms from time to time, and will always post the most current version on our website.
By continuing to use or access the Service after the revisions come into effect, you agree to be bound by the revised Terms.
Waiver, Severability, and Assignment
Our failure to enforce a provision of these Terms is not a waiver of our right to do so at a later date. If a provision of these Terms is found to be unenforceable, the remaining provisions of the Terms will remain in full force and effect.
You may assign your rights and obligations under these Terms provided we receive prior written notice of, and approve of, such assignment. We will not unreasonably withhold our approval. We may assign our rights or obligations to any successor in interest of any business associated with the Services.
Have questions about our Terms of Service? Not a problem! Simply contact our customer support staff using one of the options listed below.
Phone: (302) 546-5585