Terms of Use

These Terms of Use (the “Terms”) govern your use of CityRegisteredAgent.com (the “Website”), the client portal, the Standing Check, and Andy – Business AI, all provided by City Registered Agent LLC (and, for California clients, City Registered Agent, Inc.) (together, “City Registered Agent,” “we,” “us,” or “our”). By using any of them, you agree to these Terms. If you do not agree, do not use the Website.

1. Scope, the Client Agreement, and Eligibility

1.1 Clients. If you buy registered agent or filing services, your Client Agreement governs those services, including fees, renewals, refunds, and liability. If these Terms and the Client Agreement conflict, the Client Agreement controls.

1.2 Stand-alone orders. You may order certain services on their own, without becoming a client: a Change of Registered Agent filing (for current clients), a Certificate of Good Standing, or certified copies of documents filed with a state. Each order is governed by the order terms you accept at checkout, these Terms, and our Privacy Policy. Prices are our service fee plus the state fee, both shown before you pay. A stand-alone order does not make us your registered agent unless you also sign a Client Agreement.

1.3 Eligibility. You must be at least 18 years old. If you use the Website for a business, you represent that you are authorized to bind that business to these Terms.

2. What We Do and Do Not Do

2.1 What we do. We are a statutory registered agent in the states where we offer our services, currently New York, California, Tennessee, Massachusetts, and Oregon. We receive service of process and official state mail for our clients, make it available in the client portal, and offer optional state filing and document services, including Certificates of Good Standing and certified copies of filed documents.

3. Andy – Business AI

3.1 What Andy is. “Andy – AI” (“Andy”) is an artificially intelligent assistant made available on the Website and in the client portal. Andy is an automated software tool, not a natural person, and is not an employee, agent, or representative of City Registered Agent authorized to make statements, representations, promises, or commitments on our behalf, except for the account actions described in Section 3.3 that you request and confirm. Andy’s responses are generated automatically by third-party artificial-intelligence models, which may draw on web search, and are not reviewed by our staff before you receive them. By using Andy, you acknowledge that you are interacting with an artificial-intelligence system.

3.2 Andy can make mistakes; no warranty of accuracy. You acknowledge and agree that artificial-intelligence systems are inherently imperfect and that Andy can and does make mistakes. Andy’s responses may be inaccurate, incomplete, outdated, inconsistent, or misleading, may misstate facts, laws, deadlines, fees, or filing requirements, and may misread or mis-summarize documents. City Registered Agent makes no representation or warranty, express or implied, as to the accuracy, completeness, reliability, timeliness, or fitness for any particular purpose of any response generated by Andy, and any reliance you place on such responses is strictly at your own risk. You are solely responsible for independently verifying any information Andy provides with the applicable state agency, the original document, or a qualified professional before acting or refraining from acting on it. Andy’s document summaries do not replace reading the full document, and you remain solely responsible for meeting every deadline and obligation.

3.3 Account actions. For logged-in clients, Andy can email invoices, update permitted account details, cancel service, or request a refund when you ask and after you confirm. Only the account holder can cancel. Cancelling through Andy works the same way as “Cancel now” in the client portal: auto-renewal ends right away, you will not be charged again, and your service continues to the end of the current paid term. At any time before that term ends, you can instead end your service right away and request a pro-rated refund of the unused part of the current term’s registered agent services fee, as described in the Client Agreement. The refund amount is shown before you confirm. Every instruction given through your account is treated as your authorized instruction. Andy cannot change your email address, phone number, or tax ID.

3.4 Your conversations. Andy conversations are handled as described in Section 4 of our Privacy Policy. Do not enter Social Security numbers, full bank or card numbers, passwords, or other sensitive information.

3.5 Availability. We may change, limit, or discontinue Andy at any time.

3.6 Liability. ANDY IS PROVIDED “AS IS” AND “AS AVAILABLE.” WE ARE NOT LIABLE FOR ANY ACTION YOU TAKE OR FAIL TO TAKE BASED ON ANDY’S RESPONSES, AND OUR TOTAL LIABILITY FOR ALL CLAIMS RELATING TO ANDY IS LIMITED TO ONE HUNDRED DOLLARS ($100), TO THE EXTENT PERMITTED BY LAW. FOR CLIENTS, SECTION 12 OF THE CLIENT AGREEMENT GOVERNS INSTEAD OF THIS SECTION 3.6.

3.7 Not a lawyer; not advice; English controls. Andy is an AI tool, not a lawyer, accountant, or other professional, and is not a member of our staff. Andy’s output may be wrong and is not legal, tax, or financial advice (Section 2.2). If Andy answers in, or you translate Andy’s answer into, a language other than English, the English text controls (Section 15). Nothing Andy says changes these Terms, the Client Agreement, or our Privacy Policy.

4. Standing Check and Educational Resources

4.1 Standing Check. The free Standing Check looks up public records of the applicable state business filing office for the business name you enter and emails you an automated audit. It is produced with automated tools and may be inaccurate, incomplete, or delayed. It is not an official Certificate of Good Standing or Status; only the state can issue one. To request a Standing Check, you must check the box agreeing to these Terms and acknowledging our Privacy Policy. By requesting one, you agree that we may email you the audit and information about our Services, and you may unsubscribe at any time.

4.2 Resources. Our annual report calendar, service of process guide, FAQs, and other resources are general information only. They do not create any obligation for us to monitor your deadlines or compliance.

5. Client Portal and Your Account

5.1 Security. Keep your login credentials confidential. You are responsible for all activity in your account, including requests to cancel or change service, and must tell us immediately at [email protected] if you suspect unauthorized access. We log account activity, including when documents are viewed or downloaded.

5.2 Authorized contacts. You may designate a secondary person to be notified when mail is received. You are responsible for anything we do at the direction of, or disclose to, a person you have authorized, until you remove them in the portal. A removal requested by phone takes effect only once you confirm it in writing within ten (10) days. We do not resolve disputes between you and your authorized contacts.

5.3 Contact information. You must keep your email address, phone number, and mailing address current. We are not responsible for missed deadlines, default judgments, or other consequences caused by outdated contact information.

5.4 Identity verification. We may require identity verification as described in Section 10 of our Privacy Policy. Only the account holder may complete it. Submitting another person’s identification, or images that have been altered, is prohibited. We may hold account changes until verification is complete. If you prefer not to use the ID-and-selfie check, you may use the alternative method described in the Privacy Policy.

6. Text Messages

If you or your authorized contact provide a mobile number and opt in, you consent to receive automated account and service text messages from us, such as notice that a document was received, billing notices, and account updates. Message frequency varies, and message and data rates may apply. Reply STOP to opt out or HELP for help, or change your preference in the portal. Opting out may delay notice of time-sensitive documents. Carriers are not liable for delayed or undelivered messages.

7. Prohibited Activities

We grant you a limited, revocable, non-transferable right to use the Website for its intended purpose. You agree that you will not, and will not help or allow anyone else to:

7.1 Misuse our registered agent address or services

• Use our address as your principal office, mailing address, or place of business, or publish it on your website, marketing, invoices, or business listings;
• Direct general mail, checks, packages, or customer correspondence to our address;
• Name City Registered Agent as your registered agent on any state filing without an active, paid service plan, or keep us listed after your service ends;
• Appoint us as registered agent for any entity you are not authorized to represent;
• Use our services to hide the identity of the people who own or control an entity, or to evade service of process, creditors, courts, or government authorities.

7.2 Fraud, false information, and impersonation

• Provide false, misleading, or incomplete information, or impersonate any person, business, or government agency;
• Submit or request a filing you know to be false or unauthorized, or that would hijack or alter another company’s records;
• Use a stolen, unauthorized, or fraudulent payment method, or file a chargeback for services you received;
• Create more than one account to get around a suspension or our policies.

7.3 Illegal activity

• Use the Website or Services in connection with money laundering, terrorist financing, sanctions evasion, tax evasion, fraud schemes, identity theft, or any other crime;
• Use the Services if you or your entity’s owners are on a U.S. government sanctions or restricted-party list, or are located in a comprehensively sanctioned country or region;
• Violate any federal, state, or local law, or any third party’s rights.

7.4 Security and system abuse

• Access, or try to access, any account, document, database, or system you are not authorized to use, including another client’s records or our staff portal;
• Probe, scan, or test the vulnerability of our systems, or bypass authentication, rate limits, or other security measures;
• Upload or transmit viruses, malware, or other harmful code;
• Overload, disrupt, or attack the Website, including through denial-of-service attacks;
• Share your login credentials or let anyone use your account outside the authorized-contact feature.

7.5 Data scraping and copying

• Use bots, scrapers, crawlers, or scripts to collect content, pricing, or data from the Website;
• Copy, frame, resell, or redistribute the Website or its content, or use it to build a competing product or service;
• Decompile, reverse engineer, or copy the Website’s software, design, or interface.

7.6 Misuse of Andy – Business AI

• Try to get Andy to reveal another person’s information, our internal instructions, or confidential data;
• Use prompt injection, jailbreaking, or other techniques to override Andy’s instructions or safeguards;
• Send automated or bulk queries to Andy, or use Andy’s output to train or improve another AI model;
• Use Andy to generate unlawful, harassing, infringing, or deceptive content.

7.7 Communications and our staff

• Send spam, bulk messages, or unsolicited advertising through our contact forms, chat, or support channels;
• Harass, threaten, or abuse our staff, or submit defamatory, obscene, or hateful content;
• Upload content you do not have the right to share.

7.8 Our name and brand

• Use the City Registered Agent™ name, logos, or Andy name, or suggest you are affiliated with or endorsed by us, without our written consent (see Section 8).

7.9 Consequences

If we believe you have violated this Section, we may, without notice: suspend or close your account; refuse or cancel any order; resign as your registered agent as permitted by law and the Client Agreement; preserve and report information to law enforcement or regulators; and pursue any legal remedy, including recovery of our damages, costs, and attorneys’ fees.

8. Intellectual Property and Trademarks

8.1 Our content. The Website and client portal, including their text, design, graphics, software, and the Andy – Business AI name and interface, belong to City Registered Agent and are protected by copyright, trademark, and other laws. You may not copy, reproduce, distribute, or create derivative works from them without our written permission.

8.2 Our trademark. CITY REGISTERED AGENT™ is a trademark of City Registered Agent. An application to register it is pending with the U.S. Patent and Trademark Office, and we own common-law rights in the mark through our continuous use of it. Our name, logos, the Andy name, and our other brand identifiers are “Our Marks.”

8.3 No use without express written consent. NO ONE MAY USE OUR MARKS, OR ANY CONFUSINGLY SIMILAR NAME, LOGO, OR DOMAIN NAME, FOR ANY PURPOSE WITHOUT OUR EXPRESS PRIOR WRITTEN CONSENT signed by an authorized officer. This includes business names, domain names, social media handles, search advertising keywords, and anything suggesting affiliation with or endorsement by us. The only exception is naming City Registered Agent as your registered agent on a filing required by law while you are an active client.

8.4 Enforcement. Unauthorized use of Our Marks may violate the Lanham Act (15 U.S.C. § 1125) and state law, and we will seek every available remedy, including injunctions, damages, profits, costs, and attorneys’ fees. To request permission or report misuse, email [email protected].

8.5 Other marks and copyright complaints (DMCA). Other companies’ names and marks on the Website belong to their owners and are used only to identify them, without implying any affiliation. To report content you believe infringes your copyright, send a notice to our designated agent that includes: your physical or electronic signature; identification of the copyrighted work; identification of the material you believe is infringing and where it appears on the Website; your name, address, telephone number, and email address; a statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law; and a statement that the information in your notice is accurate and, under penalty of perjury, that you are the owner or authorized to act for the owner.

• Copyright Agent
• City Registered Agent, 228 Park Ave S #40708, New York, NY 10003-0103
• Email: [email protected]

9. Privacy

Our Privacy Policy, including its cookie and text-message terms, explains how we handle information and is part of these Terms. We do not sell or share client information.

10. Third-Party Information and Links

The Website displays and links to information from state registries and other third-party sources that we do not control. It is provided “as is,” may be delayed or inaccurate, and should be verified with the original source. A link to a third-party site is not an endorsement, and your use of that site is governed by its own terms.

11. Payments

Prices are in U.S. dollars and are shown before you buy. Filing and document services are priced as our service fee plus the state fee, which is passed through at cost and may change; if a state fee is higher than shown, we tell you before we file or order. We do not currently charge sales tax. You can pay by card in our online checkout, which is operated by our payment processor, Stripe (Stripe may also offer digital wallets, PayPal, or other methods in its checkout), and we do not store full card numbers. You can also pay by Cash App, Zelle, or check or money order using the instructions we email you after you sign up; the memo or note must include your invoice number or your company’s legal name and state so we can match the payment. When an invoice is paid in full, we automatically email you a paid-in-full invoice. Plans renew automatically until cancelled; cancelling stops future charges right away, and your service continues to the end of the paid term. Price increases are announced at least 45 days in advance. Renewals, refunds, billing disputes, and past-due accounts are governed by the Client Agreement, or for a stand-alone order, by its order terms.

11.1 Payment information. When you pay for a service you request or sign up for, payment information (such as a card number, expiration date, and security code, or bank routing and account numbers) is collected only to process that payment and any refund or renewal you have authorized. Card and bank details you enter in our online checkout go directly to our payment processor over an encrypted connection; they are never revealed to us and are never stored on our systems. Our processor stores them in compliance with applicable federal and state law and the Payment Card Industry Data Security Standard (PCI DSS). We receive only limited details to identify the payment, such as the payment method and card brand. If you pay by paper check or money order, the bank routing and account numbers printed on it are used only to deposit that payment and for no other reason. We never sell or share payment information. See Section 1.5 of our Privacy Policy.

12. Disclaimers, Limitation of Liability, and Indemnification

12.1 Disclaimer. THE WEBSITE, CLIENT PORTAL, STANDING CHECK, RESOURCES, AND ANDY ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT EMAIL OR TEXT NOTIFICATIONS WILL BE DELIVERED ON TIME.

12.2 Limitation of liability. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER YOU NOR WE ARE LIABLE TO THE OTHER, IN ARBITRATION OR IN COURT, FOR ANY PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR INDIRECT DAMAGES, OR FOR LOST PROFITS, AND WE ARE NOT LIABLE FOR LOST DATA, PENALTIES, OR LOSS OF GOOD STANDING, ARISING FROM YOUR USE OF THE WEBSITE, THIRD-PARTY INFORMATION, OR DELAYED OR FAILED NOTIFICATIONS. FOR USE OF THE WEBSITE AS A VISITOR, OUR TOTAL LIABILITY IS LIMITED TO ONE HUNDRED DOLLARS ($100). TO THE FULLEST EXTENT PERMITTED BY LAW, WE ARE ALSO NOT LIABLE FOR ANY MISUNDERSTANDING, MISSED DEADLINE, OR LOSS CAUSED BY A LANGUAGE BARRIER OR BY ANY TRANSLATION (SECTION 15). CLIENTS’ LIABILITY LIMITS FOR PAID SERVICES ARE SET OUT IN SECTION 12 OF THE CLIENT AGREEMENT. NOTHING IN THESE TERMS LIMITS LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW. In particular, these limits do not apply to fraud, gross negligence, or willful misconduct, to amounts a client owes us, or to rights and remedies under a statute that cannot be waived or limited by contract (such as New York General Business Law Section 349 or the California Consumers Legal Remedies Act), for which the arbitrator or court may award what the statute provides.

12.3 Indemnification. You agree to defend, indemnify, and hold harmless City Registered Agent and its members, officers, employees, and contractors from all claims, losses, and costs (including reasonable attorneys’ fees) arising from your use of the Website, your violation of these Terms or the law (including sanctions and export-control laws), your infringement of anyone’s rights, or any translation you obtained or relied on (Section 15).

13. Suspension and Termination

We may suspend or end your access to the Website, the portal, or any tool at any time if we believe you have violated these Terms or the law, or to protect our systems or other users. You may stop using the Website at any time; clients cancel service as described in the Client Agreement. Ending access does not cancel amounts you owe. For clients, suspending or ending portal features does not stop us from receiving and forwarding service of process and state notices while we remain your registered agent of record, as described in Sections 9 and 14 of the Client Agreement. Sections 3.6, 5.4, 7.9, 8, 12, 14, 15, 16, and 18 survive termination.

14. Disputes, Arbitration, and Governing Law

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES MOST DISPUTES TO BE RESOLVED BY INDIVIDUAL ARBITRATION, WAIVES CLASS ACTIONS AND JURY TRIALS, AND EXPLAINS HOW TO OPT OUT WITHIN 30 DAYS (SECTION 14.4).

14.1 Informal resolution first. Before starting any proceeding, either party must send the other a written description of the dispute and the relief sought (to us, at [email protected]) and allow thirty (30) days to resolve it in good faith. Limitation periods are paused during those 30 days.

14.2 Binding arbitration. Any unresolved dispute relating to these Terms, the Website, or our services will be resolved by binding individual arbitration under the Federal Arbitration Act, administered by the American Arbitration Association under its Consumer Arbitration Rules where they apply and otherwise its Commercial Arbitration Rules, before one arbitrator, in New York County, New York, or by video or telephone (or where those rules entitle you to a hearing near you). Where the Consumer Arbitration Rules apply, we pay the fees they require the business to pay. The arbitrator may award individual relief only, subject to Section 12 of these Terms (and, for clients, Section 12 of the Client Agreement), and decides questions about the scope and enforceability of this agreement to arbitrate, except that a court decides whether the class action waiver in Section 14.3 is enforceable. Either party may instead bring an individual claim in small claims court, or seek temporary court relief to protect intellectual property or prevent unauthorized access to its systems pending arbitration.

14.3 Class action and jury waiver. Claims may be brought only individually, not as part of any class, collective, consolidated, or representative action, and, to the extent permitted by law, each party waives the right to a jury trial. If this class action waiver is found unenforceable for a claim or remedy, that claim or remedy alone proceeds in court in New York County, after the arbitrable claims are decided. If 25 or more similar demands are filed by or with the help of the same or coordinated counsel within 90 days, they will be administered in batches under the American Arbitration Association’s Mass Arbitration Supplementary Rules, as Section 24.8 of the Client Agreement describes.

14.4 Opt-out. You may opt out of arbitration by sending an opt-out notice within thirty (30) days after the later of the date you first use the Website and, if you are a client, the date you sign your Client Agreement: by email to [email protected] with the subject “Arbitration Opt-Out,” or by mail to City Registered Agent, Attn: Arbitration Opt-Out, 228 Park Ave S #40708, New York, NY 10003-0103. Include your name (and your company’s legal name, if any), your email address, and a statement that you opt out of arbitration. This is the same opt-out as Section 24.9 of the Client Agreement; one notice opts you out under both. If we make a material change to this Section 14, you may reject it by the same method within 30 days after it takes effect, and the earlier version continues to apply to you.

14.4A Clients. For clients, Section 24 of the Client Agreement governs disputes about paid services and controls over this Section 14 if they conflict.

14.5 Government agencies. Nothing in these Terms, including this Section 14, limits your right to file a complaint with, or provide information to, any government agency, including those listed in Section 18.

14.6 Governing law and venue. These Terms are governed by New York law, without regard to its conflict-of-law rules, and by the Federal Arbitration Act. Any matter not subject to arbitration will be heard only in the state or federal courts in New York County, New York.

15. Language, Translation, and International Use

15.1 English only. The Website, the client portal, Andy, the Services, the Client Agreement, these Terms, the Privacy Policy, and all notices and other communications from us are provided in English only. The English version controls in every case.

15.2 Translations are for convenience only. Any translation, whether made by your browser or a machine-translation tool, by artificial intelligence (including Andy or any other AI tool), or by a person, is for convenience only, is your responsibility and at your own risk, is not reviewed or approved by us, and is not binding. If a translation differs from the English version, the English version controls.

15.3 Your understanding of English. By using the Website or the Services, you represent that you read and understand English, or that you have used a qualified translator of your own choosing. If you need an interpreter or translator to communicate with us, you arrange and pay for one.

15.4 Notices in English are effective. Notices and communications we send in English are effective whatever language you read.

15.5 Language-related losses. To the fullest extent permitted by law, we are not liable for any misunderstanding, miscommunication, missed deadline, or loss caused by a language barrier or by any translation (Section 12). This does not limit our responsibility for the accuracy of the English text we provide, or any right you have that cannot be waived under applicable law, including under New York General Business Law Section 349.

15.6 Use from outside the United States. The Website and the Services are operated from, and designed for, the United States. We make no representation that they are lawful, available, or suitable in any other country. If you use them from outside the United States, you do so on your own initiative and you are responsible for complying with local law, including local filing, tax, and data rules. Prices and payments are in U.S. dollars, and you bear any currency-conversion, foreign-transaction, and bank fees. Dates and deadlines are in U.S. Eastern Time. We are not responsible for delays in international mail, courier, or communications. Your information is transferred to and processed in the United States as described in Section 13 of our Privacy Policy. Section 14 (New York law, arbitration, and New York venue) applies wherever you are.

15.7 Sanctions and export controls. You may not use the Website or the Services if you, or your entity’s owners, officers, or authorized persons, are on a U.S. or United Nations sanctions or restricted-party list or are located in a comprehensively sanctioned country or region (see Section 7), or in violation of U.S. export-control laws. We screen clients against these lists and may refuse, suspend, or end access and block or reject payments as the law requires. We block access to the Website from comprehensively sanctioned countries and regions.

15.8 Clients. For clients, Sections 19 (Sanctions, Export Controls, and Watchlist Screening), 32 (Language and Translation), and 33 (International Clients) of the Client Agreement also apply, and they control if they conflict with this Section.

16. General Terms

These Terms, the Privacy Policy, and (for clients) the Client Agreement are the entire agreement about your use of the Website. If any provision is unenforceable, the rest remains in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our written consent; we may assign them in a merger, acquisition, or sale of assets. We are not liable for delays caused by events beyond our control, including outages of third-party providers. You agree that notices we send electronically satisfy any writing requirement. These Terms create no rights for third parties.

17. Changes to These Terms

We will update the dates at the top of this page when we change these Terms. We will notify active clients of a material change at least forty-five (45) calendar days before it takes effect, by email to the address on file and by a notice in the client portal. Continuing to use the Website or our services after the effective date means you accept the updated Terms. If you are a client and do not agree, you may cancel before the effective date as described in the Client Agreement, including with the pro-rated refund it describes. Changes required by law may take effect sooner, and Section 14.4 governs changes to the arbitration agreement.

18. Complaints to Government Agencies

You may contact any of these agencies about our services at any time. Arbitration and these Terms do not limit that right.

• NYC Department of Consumer and Worker Protection, Consumer Services Division, 42 Broadway, New York, NY 10004. Online: nyc.gov/site/dca/consumers/file-complaint.page.
• Federal Trade Commission, 600 Pennsylvania Avenue, NW, Washington, DC 20580. Online: ReportFraud.ftc.gov. Consumer Response Center: 1-877-FTC-HELP (382-4357).
• New York State Department of State, Division of Consumer Protection, Consumer Assistance Unit, 99 Washington Avenue, Albany, NY 12231-0001. Online: dos.ny.gov/file-consumer-complaint. Helpline: (800) 697-1220 (Mon–Fri 8:30 a.m.–4:30 p.m.).

19. Contact and Business Hours

Client service hours are 9:30 a.m. to 4:30 p.m. Eastern Time, Monday through Friday, excluding federal holidays. Messages received after hours are answered within one business day.

• City Registered Agent LLC (and, for California clients, City Registered Agent, Inc.)
• Email: [email protected] (privacy requests: [email protected]; billing: [email protected])
• Chat: the chat on the Website, or Andy in the client portal
• Mail: City Registered Agent, 228 Park Ave S #40708, New York, NY 10003-0103