Terms and Conditions
Last Updated: March 2021
Our Terms and Conditions, also referred to as “Terms of Service” or simply “Terms,” govern your access to our website and Services, and create a legal agreement between yourself and Virginia Registered Agent Services LLC. We’ll provide a detailed explanation of your access and use to our services, products, and websites (“Services”) provided by us here at Virginia Registered Agent Services LLC and any of our affiliates ( “company,” “we,” “us” or “our”).
More About Virginia Registered Agent Services LLC
If you’re curious about which state regulations we follow, we recommend checking out the state’s business statutes contained in the Code of Virginia. We observe all state statutes within the Code of Virginia that pertain to the registered agent services and other business services we provide in Virginia.
For example, when you hire Virginia Registered Agent Services LLC to be the registered agent, we act in accordance with the guidelines set by VA Code § 13.1-1015, which outlines the legal duties of a registered agent. If you were to subscribe to our LLC business formation services, we abide by the guidelines of VA Code § 13.1-1011 to ensure your LLC’s formation document adheres to the state’s requirements.
To learn more about the Code of Virginia, as well as any other administrative codes and resolutions of the commonwealth, check out the Virginia Legislative Information System (LIS).
Registered Agent and Business Filing Service
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.
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 registered agent, we need to accept legal documents on your behalf and upload them into the online account we provide you. You authorize us to receive service of process and legal documents of any kind (“Legal Documents”) on your behalf. 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.
Not all documents are created equally. The documents that we receive at our addresses on your company’s behalf which are not communications from the Secretary of State related to your company’s registration nor documents related to legal service of process are considered by us to be “Regular Documents.” Depending on which services you have purchased from us, there may be a limit on how many Regular Documents will be accepted by our office on your company’s behalf without incurring additional fees.
Additionally, you may be charged for any physical document forwarding requests that exceed your purchased limits. You agree to pay the fees that we post to your account related to any Regular Documents which we receive on your company’s behalf in excess of your purchased service limit. This includes any fees posted in relation to requests to forward physical documents.
While we strive to process your Regular Documents as quickly as possible, you agree that we are not liable for any missed deadlines, time limits or other time sensitive Regular Documents we may receive, regardless if such Regular Documents are within your purchased service limit or not.
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.
Terminating Registered Agent Services
- 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.
- 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.
- 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.
- 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.
- No Refunds for registered agent Services.
We do not offer full or prorated refunds for canceled registered agent Service. 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.
Termination of Services Other than Registered Agent Services
- 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.
- Termination by You
You can also terminate a Service or Services at any time. To terminate a Service other than Registered Agent Services, log in to your account and cancel your Service in your client portal.
How to Terminate or Cancel a Service
To end a service with us and no longer receive invoices, you are required to login and request cancellation of a service with us directly, so you can read and agree to the end of service terms.
Cancellation can be requested at any time. There are no fees to cancel, but upon cancellation of services, you may be required to pay any past-due balances related to such services, unless otherwise specified in this agreement.
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.
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 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 Virtual Office Services must enroll in monthly automatic payments and you authorize us to charge your 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.
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;
- transfer any rights granted to you under these Terms;
- use the Services except as expressly allowed under these Terms.
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.
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 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.
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.
Dispute Resolution by Binding Arbitration and Class Action Waiver
We’re able to take care of most of our clients’ questions and concerns quickly. Please give us a call at 757-204-2691 or send us an email at firstname.lastname@example.org and we’ll be happy to assist you in a timely manner. 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.
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.
These Terms supersede and replace any other prior or contemporaneous agreements, or terms and conditions that may be applicable. These Terms create no third party beneficiary rights.
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.
Our customer support team is happy to answer any questions you have regarding these Terms of Service, and can be contacted through one of the options below: