Registered Agent Services TERMS

These Registered Agent Services Terms (these “Terms”) are by and between VENTAC, LLC  (“VENTAC”), a Texas limited liability company, and any company or client (“Company”) for which VENTAC provides the registered agent services (defined below) in Texas.  These Terms are effective between VENTAC and Company as of the date payment for the services is made and VENTAC agrees to serve as agent for Company (the “Effective Date”). 

SERVICES

Pursuant to these Terms, and in consideration for the payments described herein, VENTAC shall serve as registered agent for service of lawsuit pleadings and related judicial process documents (“Process Documents”) upon Company in the State of Texas (the “Services”).

Company hereby authorizes VENTAC to receive Process Documents on behalf of Company in the State of Texas only. Accordingly, Company will file any necessary documents to register VENTAC as Company’s registered agent. The parties agree that no other agency, representation or services is envisioned or shall be required of VENTAC. 

VENTAC IS NOT A LAW FIRM AND COMPANY UNDERSTANDS THAT THESE TERMS DOES NOT REQUIRE VENTAC TO SERVE AS LEGAL REPRESENATIVE, PROVIDE LEGAL ADVICE, OR ANY OTHER SERVICES OR DUTIES NOT SPECIFICALLY LISTED IN THESE TERMS.  

THIS IS NOT A P.O. or MAILBOX SERVICE.  Registered Agent services are intended for legal Process Documents only. Please make sure to use a separate mailing address whenever possible for regular mail. VENTAC is not engaged to receive any other documents on behalf of Company, including, without limitation, parcels and documents sent via express courier, regular mail, certified or registered mail (unless related to a formal legal service of process), notices provided under a contract, nor any other correspondence or materials (collectively, “Other Materials”).  Moreover, VENTAC WILL NOT NOTIFY YOU OF SUCH RECEIPT of any such Other Materials.

Upon receiving official Process Documents directly served on VENTAC as registered agent of Company, VENTAC will make one attempt to notify Company within five (5) business days of receipt of Process Documents via the email address Company provided in writing to VENTAC, as updated by Company in writing to VENTAC from time to time. This obligation does not apply to process documents originally served on other parties and subsequently transmitted to VENTAC.

UNLESS OTHERWISE AGREED IN WRITING IN ADVANCE OF RECEIPT OF ANY DOCUMENTS, VENTAC WILL NOT SEND NOR RETAIN ORIGINALS TO COMPAN.  INSTEAD, VENTAC WILL SCAN AND EMAIL A SCAN COPY OF THE DOCUMENTS TO COMPANY AT THE MOST CURRENT EMAIL ADDRESS VENTAC HAS FOR COMPANY.  VENTAC WILL NOT RETAIN THE ORIGINAL DOCUMENTS.  INSTEAD, WITHIN FIVE BUSINESS DAYS AFTER SENDING THE SCAN VERSION OF THE PROCESS DOCUMENTS VIA EMAIL TO COMPANY, VENTAC WILL, SHRED OR OTHERWISE DESTROY SUCH PROCESS DOCUMENTS.

VENTAC’S ONLY RESPONSIBILITY IS TO PROVIDE THE RECEIVED DOCUMENTS DIGITALLY TO YOU VIA EMAIL USING THE INFORMATION PROVIDED TO VENTAC BY COMPANY.  VENTAC IS NOT RESPONSBLE OR LIABLE TO YOU OR ANY THIRD PARTY FOR DELAYS, ERRORS, TECHINCAL ISSUES, OR FAILURES IN TRANSMITTING DOCUMENTS

In the event VENTAC agrees to send original documents to Company, VENTAC will charge all courier expenses plus a $100 handling fee to Company.

Company agrees to notify VENTAC, in writing, of any changes to the Company contact information. FAILURE TO NOTIFY VENTAC OF ANY SUCH CHANGES WITHIN A REASONABLE TIME, BUT IN NO EVENT MORE THAN 30 DAYS FOLLOWING SUCH CHANGE, IS A BREACH OF THESE TERMS BY COMPANY, AND RELIEVES VENTAC OF ANY OBLIGATIONS UNDER THESE TERMS.

TERM

These Terms shall remain in full force and effect for a period of ONE YEAR from the Effective Date, unless terminated according to its terms by the parties (the “Initial Term”).  Thereafter, it shall automatically renew for successive additional one year periods (each, an “Extended Term”), unless terminated according to its terms by the parties, and provided Company has tendered all Expenses owed to VENTAC within 30 days of the corresponding invoice date, and the Renewal Fee, on or before the appropriate Anniversary Date.

FEES AND EXPENSES

In consideration for VENTAC Terms to serve as Company’s registered agent in Texas, Company will pay VENTAC the annual Registered Agent fee (the “Service Fee”), as such Service Fee may be amended by VENTAC from time to time.

Company shall pay the initial annual Service Fee required by VENTAC prior to or concurrently with the Effective Date of these Terms. VENTAC duties as Company’s registered agent in Texas shall not commence before receipt of the Service Fee from Company. 

On each anniversary of the Effective Date (each, an “Anniversary Date”), VENTAC will charge the Company credit card on file the full amount for the then-current Service Fee for an additional year of Services. If the Company’s credit card fails, VENTAC will make one additional attempt, and then will contact Company once at Company’s designated email to obtain an alternate payment method. If Company fails to pay the Service Fee IN FULL within thirty (30) days of any Anniversary Date, the Services will automatically and immediately terminate.  

LIMITATION OF LIABILITY

VENTAC IS NOT LIABLE TO ANY PUBLIC OR PRIVATE ENTITY FOR THE ACTS OR OMISSIONS OF COMPANY. ADDITIONALLY, COMPANY AGREES TO THAT NEITHER VENTAC, NOR ANY OF ITS OWNERS, EMPLOYEES, OFFICERS, DIRECTORS OR OTHER AGENTS WILL BE LIABLE FOR  ANY INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES IN THE EVENT THAT NOTIFICATION DOES NOT REACH COMPANY, IS IMPERFECT OR INCOMPLETE, IS DELAYED THROUGH NO FAULT OF VENTAC, NOR FOR ANY OTHER CLAIMS OR INJURIES. 

MOREOVER, COMPANY AGREES THAT VENTAC’S TOTAL AGGREGATE LIABILITY TO COMPANY AND/OR ANY OTHER PARTY WITH RESPECT TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED $50.

 INDEMNITY

COMPANY AGREES TO INDEMNIFY AND HOLD HARMLESS VENTAC (AND ITS OWNERS, EMPLOYEES, OFFICERS, DIRECTORS OR OTHER AGENTS) FOR AND FROM ANY COSTS, EXPENSES, CLAIMS, DAMAGES, OR LOSSES INCURRED WITH RESPECT TO THE SERVICES, THESE TERMS, ANY ACT OR OMISSION OF COMPANY, OR IF VENTAC IS NAMED IN A SUIT OR OTHER ACTION AS THE RESULT OF, RELATING TO, OR ARISING OUT OF ITS REPRESENTATION OF COMPANY AS REGISTERED AGENT IN TEXAS.

TERMINATON

Either party may terminate these Terms upon 30 days written notice to the other party, or upon a breach of these Terms (including, without limitation, automatic termination for breach if Company fails to timely pay the Services Fee).

The Services Fee is deemed earned for the full year upon the Effective Date or any subsequent renewal on the Anniversary Date.  As such, Company is not entitled to any pro rate or other refund of the Service Fee, regardless of the reason or timing of a termination. 

IN THE EVENT THE SERVICES ARE TERMINATED, WHETHER BY COMPANY OR BY VENTAC, COMPANY SHALL BE SOLELY RESPONSIBLE FOR NOTIFYING ALL RELEVANT PARTIES, AGENCIES, LEGAL AUTHORITIES AND OTHER RELEVANT ENTITIES THAT VENTAC IS NO LONGER THE REGISTERED AGENT FOR COMPANY IN TEXAS.

NOTWITHSTANDING THE ABOVE, VENTAC MAY, IN ITS SOLE DISCRETION, IMMEDIATELY NOTIFY THE OFFICE OF THE SECRETARY OF STATE OF TEXAS, THAT IT HAS WITHDRAWN AS COMPANY’S REGISTERED AGENT IN TEXAS. COMPANY HEREBY ACKNOWLEGES AND UNDERSTANDS THAT, UNLESS COMPANY FILES A SUCCESSOR REGISTERED AGENT WITH THE STATE OF TEXAS, COMPANY’S AUTHORITY TO DO BUSINESS IN TEXAS MAY BE REVOKED OR FORFEIT.

REGARDLESS OF ANY NOTIFICATION OR WITHDRAWAL BY VENTAC AS REGISTERED AGENT, EFFECTIVE IMMEDIATELY UPON TERMINATION OF THE SERVICES, VENTAC SHALL HAVE NO DUTY TO NOTIFY COMPANY OF ANY PROCESS DOCUMENTS RECEIVED. 

COMPANY HEREBY ACKNOWLEGES AND AGREES THAT THE FAILURE OF COMPANY TO MAINTAIN ITS GOOD STANDING TO OPERATE IN THE STATE OF TEXAS SHALL CONSITUTE A MATERIAL BREACH OF THIS AGREEMENT AND AUTOMATIC TERMINATION OF THE SERVICES AND VENTAC’S OBLIGATIONS AS REGISTERED AGENT.

COMPANY HEREBY ACKNOWLEGES AND AGREES THAT AN EMAIL NOTICE FROM VENTAC TO COMPANY AT ITS DESIGNATED EMAIL ADDRESS CONSITUTES WRITTEN NOTICE OF TERMINATION TO COMPANY, AND THAT NO OTHER NOTICE IS REQUIRED.

CHOICE OF LAW

These Terms shall be governed by and construed in accordance with the laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Texas.

ENTIRETY OF THE TERMS

These Terms represents the entire agreement between the parties, and supersedes any and all

prior negotiations, agreements, or communications, whether written or oral. These Terms can be amended by VENTAC at any time.  Such amended Terms will be effective on Company upon the earlier of VENTAC providing written notice to Company of the new Terms, or the next Anniversary Date.

EFFECT OF THE TERMS ON OTHER PARTIES

These Terms are between VENTAC and Company ONLY, and is not meant to create rights, interests, or obligations for any third parties (including, without limitation, any Company corporate affiliates, nor Company’s owners, officers, agents, creditors, or other persons associated with Company, nor any other person or entity)