Terms of Service
Registered Agent Services

A. Introduction

1. These registered agent terms of service (these “RA Terms“) outline the obligations and rights between Tailor Brands Ltd. (“Tailor Brands,” “we,” “our,” “us“) and you as our customer (“you,” “your“) regarding our commercial registered agent services (the “Registered Agent Services“). All Registered Agent Services are made available and administered through Tailor Brand’s proprietary AI-powered platform operated by or on behalf of Tailor Brands or one of its affiliates (the “Platform”). All use of the Platform shall be subject to the Platform terms of use available at https://www.tailorbrands.com/tos (the “General Terms”) and you hereby agree and acknowledge your acceptance of the General Terms. In the event of any conflict between the General Terms and these RA Terms, the terms of these RA Terms shall govern but solely with respect to the Registered Agent Services. For clarity, the Registered Agent Services constitute part of the Services as defined in the General Terms.

2. For purposes of these RA Terms, “you” refers to you as the user of the Registered Agent Services. If the individual accepting these RA Terms is acting on behalf of an entity, such individual represents and warrants that they have the right, power and authority to act on behalf of and bind such entity.

3. The Registered Agent Services may be sold as a standalone product or bundled with other Tailor Brands services, products, and/or packages, at our sole discretion. The other Tailor Brands services, products and/or packages may be subject to additional terms and conditions and your use of such other services, products and/or packages will be subject to such additional terms and conditions as are made available on the Platform.

4. For any queries or further details, please contact our support team at [email protected].

B. Description and Scope of Registered Agent Services

1. If you are a new customer of Tailor Brands and use the Platform to incorporate or form a new corporation or limited liability company, you may use the Services to designate us as your officially designated agent in your state of incorporation, organization or domicile (the “Registered Agent”) as part of the corresponding incorporation/formation services administered through the Platform. If you are an existing customer of Tailor Brands, you may opt-in to the Registered Agent Services hereunder, and in connection therewith may be required to execute or complete forms appointing us as your Registered Agent in the applicable state(s) and to authorize us to perform the Registered Agent Services. Similarly, if you are a new customer to Tailor Brands and/or otherwise have an existing entity that was not incorporated or formed by Tailor Brands or otherwise using the Platform, you may subscribe to the Registered Agent Services, and in such event must execute or otherwise complete applicable forms appointing us as your Registered Agent in the applicable state(s) and to authorize us to perform the Registered Agent Services. You will be responsible for all applicable state filing fees for appointing and/or changing your Registered Agent designation.

2. As your Registered Agent, we will receive, on your behalf, service of process notices, government correspondence and other legal and compliance-related documents (“Legal Mail“) that is delivered to a specific address we designate at our sole discretion (the “Registered Address“). To the maximum extent permitted by law, we may change the Registered Address at our sole discretion at any time, with or without notice. We will scan and upload copies of all Legal Mail received at the Registered Address to your Platform account and/or email them to you. In certain cases, we may ship physical items to an address you provide, subject to shipment fees and convenience fees which will be charged to your Platform account. If you refuse Legal Mail forwarded to you, you will bear the return shipping costs.

3. We may engage affiliates and/or third-party providers (collectively, our “Providers“) to deliver the Registered Agent Services. You consent to our right to subcontract the performance of the Registered Agent Services to Providers.

C. Use Restrictions

1. Our Registered Agent Services are strictly for receiving and forwarding Legal Mail and are not to be used as a business or mailing address. Unauthorized use of our Registered Agent Services may incur additional charges and/or result in the termination of your account. Any document or item that is not Legal Mail which is delivered to the Registered Address may be returned to the sender at our
sole discretion.

2. You must not designate or otherwise refer to the Registered Address as your business location in any public materials. You are not allowed to list the Registered Address in the public media, including in or on business cards, brochures, websites, or emails.

3. Original copies of Legal Mail may be destroyed, at our sole discretion, after 30 days unless they cannot be copied.

D. Disclaimers

1. In addition to the disclaimers made in Section 25 of the General Terms, you acknowledge that we do not guarantee that Legal Mail will never be misdelivered. The Registered Agent Services are provided on an ‘as is’ basis, and while we will make commercially reasonable efforts to deliver Legal Mail accurately and on time, we are not liable for any errors, delays, or misdelivery of Legal
Mail.

E. Termination or Cancellation

1. We may terminate our appointment as your Registered Agent. Where required by applicable state law, our termination will be subject to prior written notice. Reasons for termination may include your breach of these RA Terms or the General Terms, such as non-payment, or other lawful reasons. In the event of termination by us, as your sole remedy, and provided that you have complied with the terms and conditions herein, we will refund any prepaid fees specifically related to the Registered Agent Services in the Service Term, where applicable.

2. Termination of the Registered Agent Services may occur through resignation or change of agent. If we resign, we may, at our sole discretion and to the extent permitted by law, designate an individual noted on your Platform account as a successor to the applicable Secretary of State. You must keep all information on your account up-to-date and contact us immediately if you wish to revise any
information before we take such actions.

3. You will bear all costs associated with any resignation or designation change, including change of agent fees and/or resignation fees. A convenience fee may apply to the maximum extent permitted by law.

4. You may cancel the Registered Agent Services by notifying us and completing the necessary steps to provide us with satisfactory written proof that (i) you have appointed a new registered agent; or (ii) your entity has been voluntarily dissolved with the state filing office, or that its status with the state filing office (or other government agency) is inactive (e.g., revoked, suspended, forfeited, cancelled, noncompliant, delinquent, or administratively dissolved), all at your sole expense. Without completing these steps, we will not be able to finalize the cancellation of Registered Agent Services, and you will remain subject to these RA Terms, including obligations of payments to us, renewals, and full collaboration as instructed by us.

F. Effect of Termination

1. In the event the Agreement is terminated (other than by reason of your breach, which may lead to an immediate suspension or deletion of your account), we will make available to you a file of the Registered Agent Services account content (“Customer Related Data“) within 30 days of termination if you request it within that time. You may be required to pay reasonable copy and shipping charges associated with your request. You agree and acknowledge that we have no obligation to retain the Customer Related Data and may delete the Customer Related Data thirty (30) days following termination of the Registered Agent Services.

2. If you either replace Tailor Brands as your Registered Agent, or if we resign, any Legal Mail received at the Registered Address on your behalf after such replacement or resignation will be marked ‘Return to Sender’ if it is first-class mail or destroyed if it is not. You specifically agree that we have no obligation to forward or re-mail Legal Mail to you except as expressly stated in the Agreement. Without limiting your obligations under the Agreement and applicable law, you further acknowledge that you have sole responsibility for notifying senders, including all government agencies, of your new registered agent address after terminating our Registered Agent Services. Please note that a virtual address is not allowed for registered agent purposes in most, if not all, jurisdictions.

G. Amendments

1. From time to time, we may update these RA Terms. We will send you an email message or post a notice on the Website, thirty (30) days before our updated RA Terms take effect, unless the update includes non-material changes (non-material changes will be effective immediately and without a notice), and except in urgent situations such as preventing fraud, compliance with applicable law, or addressing security and operability issues (which will be effective as soon as required, at our sole discretion). If you object to any changes, you may terminate your use of the Registered Agent Services, in accordance with the terms of these RA Terms. By continuing to use the Registered Agent Services after the updated RA Terms take effect, you signify your agreement to the updated RA Terms, unless applicable law requires us otherwise.

Last updated: August 21, 2024