Service Descriptions

Following is a description of certain Services currently available to you (“Customer”) at the applicable fees for such Services. Business Filings Incorporated (“BizFilings”) may change, add or remove any part of these descriptions at any time. Such changes shall be posted on this website or otherwise made available to you. IF ANY FUTURE CHANGES ARE UNACCEPTABLE TO YOU, YOU SHOULD DISCONTINUE USING THE SERVICES. YOUR CONTINUED USE OF THE SERVICES WILL BE SUBJECT TO THE THEN-CURRENT DESCRIPTION OF THE SERVICES AS WELL AS THE TERMS AND CONDITIONS LOCATED AT WWW.BIZFILINGS.COM/SERVICE/TERMS-AND-CONDITIONS.ASPX OR SUCH OTHER TERMS AND CONDITIONS AS MAY BE AGREED BY YOU AND BIZFILINGS (AS APPLICABLE, THE “AGREEMENT”). Capitalized terms used but not defined herein shall have the meaning given to them in the Agreement.

A.  FEES

1.  Registered Agent Services. Fees for Annual Representation Services (as defined in B. below) shall be in accordance with BizFilings’ standard pricing unless otherwise agreed by the Parties. Fees are subject to change during the Term at BizFilings’ sole discretion, and additional fees may apply for optional services and special requests. For purposes of this Agreement, the term “Unit” means, with respect to the Customer and each affiliate of Customer for which BizFilings is providing Annual Representation Services, each jurisdiction in which such entity does business for which BizFilings is appointed registered agent. For example, if an affiliate of Customer does business in 50 states and appoints BizFilings as registered agent for each such state, that would represent 50 Units for that one affiliated entity of Customer. For each Annual Period, unless otherwise agreed between BizFilings and the Customer, any service of process for any of the Customer’s Units shall be subject to the Excess Service of Process price in accordance with BizFilings’ standard pricing.

2.  Transactional Services. Fees for the Transactional Services (described in B. below) shall be determined by BizFilings and provided to Customer when such Services are requested by Customer. Transactional Services may be subject to additional terms and conditions.

B.  DESCRIPTION OF AVAILABLE SERVICES

Following are summary descriptions of available Services as of the Effective Date, certain of which are optional. Available Services and subscriptions are subject to change. Certain Services may be subject to additional terms and conditions and fees.

SUBSCRIPTION SERVICES

Registered Agent Service of Process: BizFilings will provide registered agent services (“Registered Agent Services”) for Customer and its affiliates identified in advance and in writing to BizFilings, which, among other things, allows BizFilings to receive service of process (“Service of Process”) on behalf of Customer at each of its registered offices specifically appointed as set forth below. In connection with Registered Agent Services:

Customer will:

1. Either provide notification in writing to BizFilings that BizFilings has been appointed as registered agent for each entity within each jurisdiction where registered or will request BizFilings to complete the filings which appoints BizFilings as registered agent for each entity in each jurisdiction.
2. Provide BizFilings with proper delivery instructions to forward Service of Process, official state communications, annual renewal billings for Services and other applicable invoices, such instructions to include contact name, phone number, email address, company name and physical address.
3. (a) Notify BizFilings in the event it discontinues (whether via dissolution, conversion, re-domestication or other action) any entity for which BizFilings has been appointed as registered agent and (b) update the applicable jurisdiction’s records for any such entity as necessary to effect such discontinuance and remove BizFilings as registered agent therefor.

BizFilings will:

1. Pursuant to applicable statutory law, receive and forward requisite documents for entities and jurisdictions for which BizFilings has been appointed as registered agent in accordance with the above and deliver such documents as outlined within this Registered Agent Services/Service of Process section.

Registered Agent Services may include some or all of the following standard or optional features as agreed by BizFilings and Customer:

• Service of Process History (subject to additional terms and conditions): BizFilings provides via its online portal a searchable log of Service of Process received by BizFilings on behalf of Customer.
• Notification of Service of Process: BizFilings provides Customer notification via e-mail, phone or fax when BizFilings receives a Service of Process on behalf of Customer addressed to the correct and complete legal name of an applicable entity in an applicable jurisdiction. BizFilings will forward each such Service of Process to a single addressee as instructed by Customer, which shall constitute effective delivery of such Service of Process by BizFilings to Customer. If Customer requests that BizFilings notify additional addressees regarding receipt of a Service of Process, BizFilings may agree to do so as an accommodation to Customer (additional fees may apply), but such additional notices shall not be required for effective delivery of such Service of Process by BizFilings to Customer. The following obligations shall apply:
  
  

Customer will:

1. Provide BizFilings with addressee information, to include contact name, phone number, email address, company name and physical address, and inform BizFilings of any changes thereto (changes may incur additional fees).
   
   

BizFilings will:

1. Forward each such Service of Process as instructed by Customer and agreed by BizFilings. If customer makes changes to addressees, BizFilings may continue forwarding to a prior addressee until it has reasonably implemented such change.
   
   

Paperless Service of Process (optional; additional fees may apply if not selected): BizFilings provides Service of Process, including PDF process, electronically.

Customer will:

1. Provide BizFilings with list of entities and jurisdictions for which Customer would like to receive Paperless Service of Process.
2. Provide BizFilings with recipient information, to include contact name, phone number, email address, company name and physical address, to receive Paperless Service of Process, and inform BizFilings of any changes thereto (changes may incur additional fees).
   
   

BizFilings will:

1. Provide Paperless Service of Process to such recipients for such entities and jurisdictions, as instructed by Customer and agreed by BizFilings. If Customer makes changes to recipients, BizFilings may continue forwarding to a prior recipient until it has reasonably implemented such change.
   
   

Direct Service of Process Upload: BizFilings provides an option that allows Customer to send Service of Process directly received by the Customer to BizFilings for further processing such as scanning, indexing, and making available via BizFilings’ online portal, and for Enterprise Connector, if applicable.

Customer may send each Service of Process to BizFilings via agreed upon methods such as courier services at designated mailing addresses. Customer may also upload each Service of Process via BizFilings’ online portal.

Customer will:

1. Be responsible for the accuracy of information and quality of the digital image as provided by Customer via upload or other delivery method.

BizFilings will:

1. Provide Customer its mailing address and assist Customer with any configuration required to turn on the handling of Direct Service of Process.
2. Handle the Direct Service of Process as otherwise described for Registered Agent/Service of Process above, to the extent applicable.
   
   

Enterprise Connector (subject to additional terms and conditions; additional fees may apply): BizFilings electronically transfers Service of Process information and imaged documents into Customer’s BizFilings-compatible matter management or legal e-billing system.

Company Records: BizFilings provides via its online portal a listing of all entities where BizFilings provides Registered Agent Services for Customer, including delivery instructions for each entity.

Compliance Calendar: Where BizFilings is registered agent for Customer, BizFilings provides a service that helps Customer track certain annual report filing requirements for certain entity types. Information in the calendar is based upon a customer’s corporate records for entities as maintained by BizFilings. Calendars can be customized by person by entity to alert individuals to upcoming annual report deadlines for entities for which they maintain responsibility. In connection with the Compliance Calendar:

Customer will:

1. Provide the information requested within the Registered Agent Services/Service of Process section.
2. Be responsible for setting alerts for receipt by Customer of notification reminders for specific entities and jurisdictions.
   
   

Managed Filing Services: BizFilings can provide certain managed filing services (subject to additional fees), such as the following:

• Managed Annual Report Service (MARS): With authority under Limited Power of Attorney, BizFilings will track, calendar, compile and file certain statutory annual/biennial report filings on behalf of Customer. If this service is selected by Customer and included in the Services, additional terms and conditions shall apply.

Annual Report E-Filing Services: Allows Customer to compile and file certain annual or biennial reports electronically in certain states through BizFilings' online portal.

Customer will:

1. Self-file the desired statutory annual and biennial reports using the BizFilings online portal.
2. Be solely responsible for the data transmitted to jurisdiction.

BizFilings will:

1. Provide status via the BizFilings online portal showing the filing status of the submission.

Annual Reports Service (ARS): Allows Customer to compile and file certain annual or biennial reports in certain states through BizFilings’ service teams.

Customer will:

1. Provide the desired statutory annual and biennial reports and required information to BizFilings for filing.
2. Be solely responsible for the data transmitted to jurisdiction.

BizFilings will:

1. Provide status via the BizFilings online portal showing the filing status of the submission.

Special Representation Services: BizFilings may furnish the agent for service of process in certain public filings apart from those required by business entity statutes, such as license or permit application filings. The above requirements for Registered Agent Services apply where applicable.

Contract Agency Services: BizFilings may furnish the agent for service of process that may be required in certain private agreements. The above requirements for Registered Agent Services apply where applicable.

TRANSACTIONAL SERVICES PROVIDED AT THE REQUEST OF CUSTOMER

Name Searches/Availability and Name Reservation/Registration: Upon request, BizFilings can search for availability of entity names in specified jurisdictions and can complete filings for name reservation or name registration in such jurisdictions.

Authentication, Legalization/Apostille of Documents: Upon request, BizFilings will provide legalization/apostille of certain legal documents for certain international filings.

Customer will:

1. Provide the requisite information and documentation as requested by BizFilings to perform this service.
2. Provide BizFilings prepayment as requested and pursuant to the terms of this Agreement.

BizFilings will:

1. Provide Customer with evidence of authentication, legalization or apostille, as applicable.
2. Upon rejection by the jurisdiction, provide notification to Customer so that Customer may take corrective action.

International/Global Transactional Services: Document retrieval, legalizations, company information searches and translations services are available in certain countries through BizFilings’ global network of contacts. If this service is selected by Customer and included in the Services, additional terms and conditions shall apply.

International/Global Managed Services: BizFilings can assist with corporate secretarial services and certain compliance solutions in certain countries through BizFilings’ global network of contacts. If this service is selected by Customer and included in the Services, additional terms and conditions shall apply.