Terms and Conditions
Relationship between parties. Parties do hereby agree that Wyoming Corporate Services Inc and it’s assigns, (hereinafter “WCS”), 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 WCS and the Company, limited to the duties and obligations herein.
Address Requirements. WCS 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 and directors, or 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 WCS ’s web site or otherwise electronic and printed versions of this or any agreement between the Company and WCS 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 WCS, 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 WCS 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 WCS shall be suspended and WCS 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 WCS ’s proven negligence or willful misconduct, in either of which events WCS ’s liability (in the aggregate) shall not exceed $500, WCS ’s entire liability and the Company’s exclusive remedy for damages due to performance or non-performance of WCS 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, WCS shall in no event be responsible for any part of the underlying claim, nor shall WCS be responsible for the underlying collateral in connection with UCC filings or searches. In no event does WCS assume any liability whatsoever to any party other than the Company for the Company’s use of WCS ’s services, and the Company agrees to indemnify WCS 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 WCS. While WCS takes reasonable steps to provide complete and accurate services, WCS cannot warrant or guarantee that its services are complete or error free. WCS is not an insurer with regard to the services performed. In order to obtain WCS ’s services for the charges stated, Company agrees to assume the risk for any and all liabilities disclaimed by WCS and all damages in excess of the limited remedy provided herein. If WCS 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 parties act or omission, the Company shall indemnify WCS for any damages or expenses incurred. These damages and expenses include reasonable attorney fees that WCS in its sole discretion, incurs in obtaining legal representation. WCS shall not be liable to 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 WCS ’s services, even if WCS has been advised of the possibility of such damages. This indemnity applies to all services contracted by Company with WCS.
Services. WCS contractual obligations as registered agent hereunder are limited to the receipt and forwarding to 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, WCS has no obligation to follow up with the Company to ensure that required filings are made with legal, state or federal agencies. In addition, WCS has no obligation to forward any items received pursuant to any unauthorized use of WCS’s address and assumes no liability to the Company or any other party for loss of such items. Company assumes all liability for such losses regardless of whether the Company had approved or initiated the unauthorized use. WCS may seek reimbursement from the Company for any and all costs incurred in connection with the unauthorized use of WCS ’s address.
Notice of changes. It is the Company’s sole responsibility to keep WCS informed as to any changes in address, or of changes of persons authorized to receive WCS notifications, reports, process and legal matters. Such changes are deemed to be effective when entered into WCS’s client record systems. The information provided in this agreement will be kept current with WCS 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 WCS of such changes 45 days prior to the anniversary date of Company or within sixty (60) days of any change during the Company’s first year of existence. Company is responsible for reporting assets located within the State of Wyoming to WCS. It will be assumed such assets are $0 unless otherwise specified. Should the assets change it is Company’s responsibility to notify WCS of such changes 45 days prior to the anniversary date of company.
Mail Forwarding Terms and Conditions, if purchased
A. WCS 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 WCS’ opinion, such increase shall become necessary due to the volume of mail or frequency of forwarding required by 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 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, WCS may, or may not, at its sole discretion, return any of Company’s mail to sender or discard any of Company’s mail that is received by after termination of this agreement or after default, under this agreement, by Company. It is further agreed that upon termination of services under this agreement, it is the sole responsibility of Company to do all that is necessary to affect a proper change of address. It is further agreed that WCS may change the address that Company has been assigned with 30 days written notice to Company.
C. HOLD HARMLESS: Company shall indemnify and hold harmless WCS against and from any and all claims arising from Company’s use of this “Mail Forwarding Service” or the actions and services of WCS on behalf of 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 WCS by reason of any such claim, whether 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 WCS.
D. COMPANY HEREBY EXPRESSLY REPRESENTS, WARRANTS AND VOWS to WCS 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. Company understands and agrees that if Company changes its forwarding address, Company must immediately inform WCS in writing. It is the responsibility of Company to make sure that WCS is notified of changes in Company’s forwarding address in writing to enable WCS to make changes to its records according to Company’s instructions. If WCS 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, WCS 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, WCS may, at its option, treat said unused portion as a cancellation fee, or may elect to allow Company a credit of all or a portion of said unused amount towards other services or products supplied by WCS.
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 WCS (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 which events 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 company. 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 Company’s responsibility to notify WCS of such changes 45 days prior to the anniversary date of 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/Directors. 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 Company, on the records of WCS, 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 Company stops or cancels payment or does not complete payment in full to WCS, for any reason, for services and/or entities formed or purchased, under this agreement, WCS has the right to cancel the transaction with 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: WCS may change these Terms and Conditions with thirty (30) days written notice. Companies continued use of WCS services will denote it’s acceptance of any such changes.
WCS is not and will not render legal, accounting, tax or other professional services under the terms of this agreement.