Registered Agent Services Agreement

1. What we provide

We agree to serve as the registered agent, resident agent, or clerk of record for your entity in the state you select, and to perform the services included in the plan you purchase. We maintain a physical street address in that state and are available there during normal business hours to accept service of process.

Across all plans we:

• accept service of process, notices, and demands delivered to your entity at our address;
• scan and email what we receive to your designated contact the same business day it arrives;
• retain the original document and forward it on request; and
• notify you in advance of your entity's annual report deadline.

On the Compliance plan and above, we additionally prepare and file your entity's annual report each year and deliver the state's confirmation to you.

2. What we do not provide

We are a corporate services company. Apex Corporate Services, LLC is not a law firm, does not provide legal advice, and no attorney-client relationship arises from this agreement or from your use of our services. We do not advise you on how to respond to anything served on your entity, on whether a filing is correct as a matter of law, or on the tax or legal consequences of any decision about your entity. For that, consult an attorney or accountant of your choosing.

This is a legal-notice address, not a general business address or mail forwarding service. We do not accept parcels, general correspondence, or mail unrelated to your entity's legal and state notices.

3. Your obligations

You agree to:

• keep a current email address and telephone number on file with us — this is how service of process reaches you, and it is your responsibility to ensure it works;
• give us accurate and complete information about your entity, including its officers, managers, members, and principal address, and tell us promptly when that information changes;
• respond promptly when we ask you to confirm information needed for a filing; and
• use our address only for the purposes contemplated by this agreement.

Where a plan includes annual report filing, our ability to file on time depends on you providing the information we request. If you do not, we will file based on the information then on record with the state, or we will not file — we will tell you which.

4. Term, renewal, and cancellation

This agreement begins when your first payment is processed and continues for one year. It renews automatically for successive one-year terms at the then-current rate, charged to your payment method on file, unless cancelled.

You may cancel at any time before your renewal date, and you will not be charged again. Cancellation does not automatically remove us as your entity's agent of record. We will continue to serve until your entity appoints a replacement agent with the state, because leaving an entity with no agent on file puts its standing at risk.

We may resign as your entity's agent on thirty (30) days' written notice to you, and will file the statement of resignation the state requires. We may resign immediately, subject to the state's requirements, if you use our address unlawfully or in breach of section 3.

5. Fees

Service fees are as published on our pricing page at the time you purchase or renew, and are charged annually in advance. Current plans range from $129 to $550 per entity, per year.

State fees are separate. Fees charged by a Secretary of State — including annual report fees, formation fees, and change of agent fees — are passed through to you at cost, without markup, and are itemised separately. We do not control these fees and they may change. As of the effective date of this agreement, the annual report fee is $85 in Maine, $100 in New Hampshire, $500 in Massachusetts.

Where we have agreed to absorb a state's change of agent fee as part of a switching offer, we pay it and you are not billed for it.

We may change our service fees on at least thirty (30) days' notice before a renewal date. If you do not accept a change, you may cancel before renewal.

6. Limitation of liability

We will perform our services with reasonable care. We are not liable for any failure caused by inaccurate or incomplete information you gave us, by your failure to maintain working contact details, by delays or errors of a Secretary of State or a courier, or by events outside our reasonable control.

To the maximum extent permitted by law, our total liability arising out of or relating to this agreement is limited to the service fees you paid us in the twelve (12) months preceding the event giving rise to the claim. We are not liable for indirect, incidental, consequential, special, or punitive damages, or for lost profits, lost business, or lost opportunity, even if advised of the possibility.

Nothing in this agreement limits liability that cannot be limited as a matter of law.

7. Refunds

Service fees are non-refundable once a term has begun, except that if you cancel within fourteen (14) days of your first payment and we have not yet filed anything with a state on your behalf, we will refund the service fee in full. State fees already paid to a Secretary of State are not refundable, because the state does not refund them to us.

8. Privacy and confidentiality

We treat documents received on your behalf as confidential and disclose them only to you, to a person you have authorised in writing, or where required by law. Our handling of personal information is described in our privacy policy.

Note that some information about your entity — including the identity and address of its registered agent — is public record by operation of law, and we cannot make it otherwise.

9. General

Governing law

This agreement is governed by the laws of the State of Maine, without regard to its conflict of laws rules. The state and federal courts located in Maine have exclusive jurisdiction over any dispute arising out of it.

Changes to this agreement

We may update these terms. If a change materially affects your rights, we will give you at least thirty (30) days' notice by email before it takes effect, and you may cancel before renewal if you do not accept it.

Assignment

You may not assign this agreement without our written consent. We may assign it to a successor to our business, on notice to you.

Entire agreement

This agreement, together with our terms of service and privacy policy, is the entire agreement between us about its subject matter. If any provision is held unenforceable, the rest remains in effect.

10. Who we are

Apex Corporate Services, LLC, trading as ApexClerk
1020 Stillwater Avenue, Bangor, ME 04401
PO Box 2670, Bangor, ME 04402
(207) 200-5118 · info@apexbl.com

Currently accepting appointments in Maine, New Hampshire, and Massachusetts.