Terms of Use

Welcome to www.CityRegisteredAgent.com (the “Website”), owned and operated by City Registered Agent, LLC (“City Registered Agent,” “We,” “Us,” or “Our”).

These Terms of Use (the “Terms”) govern your access to and use of Our Website and online portal. By accessing, browsing, or otherwise using this Website, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Website and should discontinue use immediately.

These Terms were last updated on the date shown above. We encourage you to review this page periodically for changes.

1. Acceptance of Terms & Separate Service Agreement

1.1 Website Use Only. These Terms apply solely to your access to and use of the www.CityRegisteredAgent.com website, including its text, graphics, software, and online dashboard interfaces. These Terms do not govern any registered agent service relationship you may have with Us.

1.2 Separate Service Agreement. If you purchase registered agent services, compliance tracking, document forwarding, or any other paid service from Us, that business relationship is governed by Our separate Client Service Agreement. In the event of any conflict between these Terms and your Client Service Agreement, the Client Service Agreement shall control with respect to the subject matter of that agreement.

1.3 Eligibility. You represent and warrant that you are at least eighteen (18) years of age and have the legal capacity to enter into a binding agreement. If you access the Website on behalf of a business entity, you represent and warrant that you have the authority to bind that entity to these Terms.

2. Artificial Intelligence Tools & Limitation of Liability

We may offer AI-powered business tools on this Website to assist you in researching corporate compliance, business registrations, and statutory deadlines. These tools are intended to make information easier to find, but they are not infallible.

2.1 AI May Be Inaccurate. Artificial intelligence may produce information that is inaccurate, incomplete, or out of date. AI-generated content should never be your sole source for important business, legal, or financial decisions.

2.2 Information Only — Not Professional Advice. These tools are provided for general information and navigation purposes only. They do not create an attorney-client relationship and are not a substitute for advice from a qualified attorney, certified public accountant, or other licensed professional.

2.3 Your Responsibility to Verify. Before taking any legal, financial, or compliance action based on AI-generated content, you are responsible for independently verifying the information with the appropriate state agency, official records, or a qualified professional.

2.4 No Liability. To the fullest extent permitted by law, We are not liable for any decisions you make or actions you take (or fail to take) based on content produced by Our AI tools. You use these tools at your sole risk.

3. Automated Standing Check Tool

3.1 The Tool. We offer a “Check Your Standing” tool on the home page of this Website. You may enter all or part of your LLC or Corporation name and select your state (currently New York or California). We then run a live lookup against the New York Department of State or the California Secretary of State records and email you a free Good Standing & Registered Agent Audit (the “Standing Check”).

3.2 Email Required. To receive your audit, you must provide a valid email address. By submitting the Standing Check, you consent to receive the audit and related communications from Us at that email address, and you authorize Us to contact you regarding your entity’s standing and Our services.

3.3 No Warranty of Data Accuracy or Timeliness. The Standing Check queries public state databases and third-party data feeds that may experience system outages, transmission delays, indexing lag, and historical inaccuracies. We do not warrant, represent, or guarantee that any status designation (such as “Good Standing,” “Active,” “Delinquent,” or “Dissolved”) returned by the Standing Check is accurate, complete, current, or error-free, or that it reflects the real-time, official legal status of an entity within its jurisdiction.

3.4 Not Official Certification or Professional Advice. The audit you receive does not constitute, and shall not be relied upon as, an official Certificate of Good Standing, Certificate of Existence, or formal verification of statutory compliance issued by any state government authority. If official proof of statutory standing is required, you must obtain certified documentation directly from the appropriate state filing officer. The Standing Check does not provide legal, tax, accounting, or compliance advice, and no output should be interpreted as legal counsel regarding how to remedy a statutory delinquency or administrative dissolution.

4. Client Account Portal, Authorized Contacts, and SMS Communications

4.1 Account Access and Security. We may provide you with access to a secure client login portal (the “Client Portal”) to manage your registered agent services, view business documents, and administer your account. You are solely responsible for maintaining the confidentiality of your login credentials and for all activities, service modifications, and communications that occur under your account. You agree to notify Us immediately of any unauthorized use of your credentials or any other security breach. We may monitor and audit activity within your Client Portal, including account updates, the dates and times registered agent mail is received on your behalf, and who viewed or downloaded any documents.

4.2 Account Self-Management. Through the Client Portal, you may be permitted to perform administrative actions, including submitting requests to cancel, suspend, or resume registered agent services or auxiliary business services; viewing, downloading, and settling business invoices and recurring billing statements; and modifying your primary email address, physical address, phone number, and designated communications contacts.

You acknowledge and agree that any service modification request (such as canceling or resuming services) submitted through your Client Portal constitutes a legally binding authorization. Cancellations or service suspensions remain subject to Our standard billing terms and any statutory resignation filing requirements with the applicable Secretary of State.

4.3 Secondary Authorized Persons. Through the Client Portal, the primary account holder may designate, update, or remove secondary authorized persons (each, an “Authorized Contact”) who are granted permission to interact with City Registered Agent on behalf of your business entity.

Scope of Authority: By adding an Authorized Contact to your account, you expressly authorize City Registered Agent to communicate with, accept instructions from, and disclose account details, legal documents, service of process, and billing invoices to that designated individual. Depending on the permission levels you assign within the portal, an Authorized Contact may also be permitted to request status updates, modify service terms, and settle business invoices.

Client Responsibility: You, as the client, remain fully and solely responsible for all financial obligations, account modifications, service cancellations, or administrative actions initiated by any Authorized Contact.

Revocation of Access: To revoke an Authorized Contact’s authority, you must explicitly remove or update their profile directly within the Client Portal. You may also contact Us by phone to request removal; however, any such request must be confirmed in writing (by email or letter) within ten (10) days of your call. If We do not receive your written confirmation within that 10-day period, your request will expire and you will be required to submit a new request. City Registered Agent is not responsible or liable for any actions taken, instructions executed, or information disclosed to an Authorized Contact prior to their formal, completed removal from your account in the Client Portal. We are under no obligation to arbitrate or resolve internal disputes between you and any current or former Authorized Contact.

4.4 Duty to Maintain Accurate Contact Information. Because registered agent services involve the receipt and forwarding of time-sensitive legal documents, service of process, and official state correspondence, you have an absolute and ongoing duty to maintain accurate, current contact information for yourself and all Authorized Contacts within the Client Portal. We are not responsible or liable for any missed statutory deadlines, default judgments, administrative dissolutions, or financial damages resulting from your failure to update your phone number, email address, or mailing address in the Client Portal.

4.5 SMS and Text Message Communications. By opting in to receive text messages through the Client Portal or by providing your mobile phone number (or the mobile phone number of an Authorized Contact), you expressly consent to receive automated and non-automated text messages (SMS and MMS) from Us relating to your account and business services.

Scope of Messages: Text communications may include, but are not limited to, compliance reminders, statutory due date alerts, notification of received legal documents or service of process, billing notices and business invoices, service cancellation or resumption confirmations, and general account updates.

Message Frequency and Rates: Message frequency varies based on your account activity and state filing deadlines. Message and data rates may apply depending on your mobile carrier and cellular plan.

Opt-Out Instructions: You or your Authorized Contacts may opt out of receiving SMS messages at any time by replying “STOP” to any text message received from Us, or by updating communication preferences directly within the Client Portal. Upon sending “STOP,” the recipient will receive a single confirmation text acknowledging the opt-out. You acknowledge that opting out of SMS alerts may result in delayed notification of critical legal or statutory documents, and We disclaim all liability for any consequences arising from a decision to opt out.

Carrier Liability: Mobile carriers and telecommunications providers are not liable for delayed, undelivered, or misdirected text messages.

4.6 Support for Help: For any SMS-related assistance, you may reply “HELP” to any message received from Us or contact Our support team at CS@CityRegisteredAgent.com.

5. Business Hours & Client Service Response

5.1 Business Hours. Our standard client service hours are 9:30 a.m. to 4:30 p.m., Eastern Time, Monday through Friday, excluding federal holidays.

5.2 After-Hours Communications. If you contact Us outside of these hours, your message will be received and logged, and We will respond within one (1) business day. Messages received on weekends or holidays will be addressed on the next business day.

6. Account Suspension & Termination

6.1 Suspension by Us. We reserve the right, in Our sole discretion and without notice, to suspend or restrict access to the Website, the Client Portal, or any tool if We believe your conduct violates these Terms, applicable law, or the rights of any third party, or to protect the security or integrity of Our systems.

6.2 Termination by You. You may stop using the Website at any time. If you have an active Client Portal account, you may request cancellation through the portal or by contacting Our support team.

6.3 Termination by Us. We may terminate or block your access to the Website or Client Portal at any time, for any reason, including if you breach these Terms. Upon termination, all provisions of these Terms that by their nature should survive termination shall remain in effect.

6.4 Effect of Termination. Termination of your access does not relieve you of any obligations that accrued prior to termination, including any payment obligations under your separate Client Service Agreement.

7. Third-Party Data, External Links & Integrations

7.1 Retrieval of Third-Party Information. In the course of providing registered agent services, compliance monitoring, business tools, or general website content, the Website may display, link to, or programmatically retrieve information, documents, data feeds, or statutory records from third-party sources. These sources include, but are not limited to, public Secretary of State registries, state Department of Revenue databases, government filing offices, financial institutions, and commercial data aggregators (collectively, “Third-Party Data”).

7.2 No Warranty of Accuracy. ALL THIRD-PARTY DATA IS PROVIDED STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS FOR INFORMATIONAL PURPOSES ONLY. We do not originate, control, edit, or independently verify the content, timeliness, completeness, or accuracy of any information retrieved from external websites or third-party databases. Government registries and third-party systems are subject to routine maintenance, system outages, indexing delays, transmission errors, and historical inaccuracies. Consequently, We make no representations, warranties, or guarantees—express or implied—regarding the reliability, currency, or legal sufficiency of any Third-Party Data displayed on or accessed through Our Website.

7.3 External Links & No Endorsement. Our Website may contain links to third-party websites, government filing portals (such as state Secretary of State websites), and external business tools. We do not own, control, or endorse these third-party websites and are not responsible for their availability, accuracy, content, or security. The inclusion of, reference to, or reliance upon any Third-Party Data, external link, or third-party service provider does not constitute an endorsement, sponsorship, or recommendation by Us, nor does it imply any official affiliation or formal partnership with any state government authority, regulatory body, or commercial entity. When you access third-party websites or rely on external data retrieved through Our platform, you do so entirely at your own risk and subject to the respective terms of use, privacy policies, and administrative rules of those external providers.

7.4 User Responsibility. You expressly acknowledge and agree that any reliance upon Third-Party Data is at your sole and absolute risk. You assume full responsibility for independently verifying all critical business information—including, without limitation, corporate filing deadlines, statutory standing, tax assessments, fee schedules, and entity addresses—directly with the official government registry or primary data source before taking any legal, financial, or administrative action.

7.5 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR AFFILIATES, OFFICERS, EMPLOYEES, AND AGENTS EXPRESSLY DISCLAIM ALL LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, LOSS OF PROFITS, BUSINESS INTERRUPTION, STATUTORY PENALTIES, OR ADMINISTRATIVE DISSOLUTIONS ARISING OUT OF OR IN CONNECTION WITH: (A) ANY ERRORS, OMISSIONS, DELAYS, OR INACCURACIES IN DATA RETRIEVED FROM THIRD-PARTY WEBSITES OR GOVERNMENT REGISTRIES; (B) THE UNAVAILABILITY, INACCESSIBILITY, OR TEMPORARY OUTAGE OF ANY EXTERNAL DATABASE OR API DATA FEED; OR (C) YOUR RELIANCE UPON ANY THIRD-PARTY DATA OR CONTENT DISPLAYED ON OR ACCESSED THROUGH THE WEBSITE.

8. Permitted Use & Prohibited Conduct

You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Website for your internal business purposes, such as evaluating Our services or accessing your client dashboard.

8.1 Prohibited Conduct. When using Our Website, you explicitly agree NOT to engage in any of the following conduct:

• Use automated robots, spiders, scrapers, or programmatic scripts to extract data, text, or pricing from Our Website;
• Attempt to gain unauthorized access to Our servers, user dashboards, backend databases, or software infrastructure, or introduce viruses, malware, or any other harmful code;
• Decompile, reverse engineer, or copy the software, design, user interface, or architecture of Our Website or client dashboard;
• Use false information or impersonate any person or business entity when filling out contact forms or registering for a dashboard account;
• Engage in denial-of-service attacks or any activity that imposes an unreasonable bandwidth or processing load on Our infrastructure.

8.2 Illegal Activity. You agree not to use the Website for any illegal activity, including but not limited to fraud, identity theft, money laundering, terrorist financing, violations of intellectual property law, or the transmission of unlawful, defamatory, harassing, or threatening content. You will not use the Website to violate any applicable federal, state, or local law, rule, or regulation, or to facilitate any conduct that could subject City Registered Agent to civil or criminal liability. You will not upload, post, or transmit any content that is unlawful, fraudulent, misleading, or that infringes upon the rights of any third party. You will not use the Website to distribute counterfeit goods, facilitate tax evasion, or engage in any scheme to defraud any person or entity.

Any use of the Website in furtherance of illegal activity constitutes a material breach of these Terms and may result in immediate termination of your access, referral to law enforcement authorities, and prosecution to the fullest extent of the law.

9. Intellectual Property Rights

9.1 Our Content & Code. Everything on this Website—including the domain name www.CityRegisteredAgent.com, logos, branding, website design, text, graphics, software code, and interactive dashboard features—is the exclusive property of City Registered Agent and is protected by United States copyright, trademark, and intellectual property laws.

9.2 No Copying Allowed. You may not copy, reproduce, republish, distribute, or create derivative works from any content on this Website without Our express written permission.

9.3 DMCA / Copyright Notices. If you believe any content on this Website infringes a copyright you own or control, you may submit a takedown notice under the Digital Millennium Copyright Act (DMCA) to CS@CityRegisteredAgent.com. Your notice must include the identification of the copyrighted work, the location of the allegedly infringing material on the Website, your contact information, a statement that you have a good-faith belief that the use is not authorized, and a statement, under penalty of perjury, that the information is accurate and that you are the copyright owner or authorized to act on the owner’s behalf.

10. Privacy, Cookies & California Rights (CCPA/CPRA)

Your privacy is important to Us. Our collection, use, and protection of information gathered through this Website—including business-to-business (B2B) contact data and the statutory privacy rights of California residents under the California Consumer Privacy Act (CCPA/CPRA)—are governed by Our Privacy Policy, which is incorporated into these Terms by reference.

By using this Website, you consent to the data processing practices outlined in Our Privacy Policy.

10.1 Use of Cookies. Our Website uses cookies and similar tracking technologies (including web beacons and pixel tags) to operate essential functions, maintain secure Client Portal sessions, analyze Website performance, and remember your preferences. A detailed description of the types of cookies We use, their purposes, and how you can manage or disable them is set forth in the Cookies Policy section (Section 5) of Our Privacy Policy, which is incorporated into these Terms by reference.

10.2 Cookie Consent. When you visit Our Website, a cookie consent banner will appear informing you of Our use of non-essential cookies and asking you to accept or reject them. If you accept, analytics and functional cookies will be placed on your device. If you reject, only strictly necessary cookies required for basic Website functionality and secure account access will be used. You may change your consent preference at any time as described in Our Privacy Policy.

10.3 Essential Cookies. Certain cookies are strictly necessary for the Website and Client Portal to function, including cookies that enable user authentication, session security, and fraud prevention. These essential cookies do not require your consent and cannot be disabled without losing access to key features of the Website and your account.

10.4 Third-Party Analytics. We may engage third-party analytics providers (such as Google Analytics) to help Us understand how visitors use Our Website. These providers may set their own cookies on your device, subject to your consent. The use of cookies by these third parties is governed by their respective privacy policies.

10.5 Managing Cookies. You can control or delete cookies through your browser settings. Disabling strictly necessary cookies will prevent you from logging into your Client Portal and using secure account features. For browser-specific instructions on managing cookies, please refer to the resources listed in the Cookies Policy section of Our Privacy Policy.

11. No Professional Advice & No Guarantee of Accuracy

City Registered Agent is an administrative and statutory representation provider, not a law firm, accounting firm, or financial advisor. The content, articles, FAQs, tools, calculators, calendars, and materials published on this Website are for general informational purposes only. Nothing on this Website should be construed as formal legal, tax, or professional advice. Accessing this Website or communicating with Us through Our contact forms does not create an attorney-client relationship. You should consult a qualified attorney or CPA regarding your specific corporate compliance needs.

While We make reasonable efforts to keep the content on this Website current and correct, We make no representations, warranties, or guarantees of any kind—express or implied—regarding the accuracy, completeness, reliability, timeliness, or availability of any information, text, pricing, filing dates, deadlines, statutory references, or other materials published on this Website. Government fees, filing requirements, compliance deadlines, and state regulations change frequently and vary by jurisdiction, and any information provided may be incomplete, outdated, or inaccurate at any given time.

You should not rely solely on the information contained in this Website. You are responsible for independently verifying any information with the relevant state agency, Secretary of State, or a qualified professional before making any business, legal, or compliance decision. Your reliance on any information on this Website is strictly at your own risk.

12. Disclaimer of Warranties, Limitation of Liability, and Indemnification

12.1 Disclaimer of Warranties (“As Is”). THE WEBSITE, ITS CONTENT, AND ONLINE DASHBOARD FUNCTIONS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, CITY REGISTERED AGENT DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ELECTRONIC NOTIFICATIONS (INCLUDING EMAIL AND SMS TEXT MESSAGES) WILL BE DELIVERED UNINTERRUPTED, TIMELY, OR ERROR-FREE.

12.2 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CITY REGISTERED AGENT, ITS OWNERS, DIRECTORS, EMPLOYEES, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES—INCLUDING BUT NOT LIMITED TO LOSS OF DATA, LOSS OF PROFITS, OR BUSINESS INTERRUPTION—ARISING OUT OF OR DIRECTLY RELATED TO YOUR USE OF, OR INABILITY TO USE, THIS WEBSITE. THIS INCLUDES, WITHOUT LIMITATION, ANY DAMAGES ARISING FROM FAILED, DELAYED, FILTERED, OR MISDIRECTED AUTOMATED NOTIFICATIONS (EMAIL OR SMS) REGARDING YOUR INVOICES, SERVICE STATUS, OR STATUTORY STANDING. OUR TOTAL CUMULATIVE LIABILITY FOR ANY CLAIM ARISING OUT OF YOUR USE OF THIS WEBSITE STRICTLY AS A VISITOR OR BROWSER SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00 USD).

12.3 Indemnification. You agree to defend, indemnify, and hold harmless City Registered Agent and its officers, directors, employees, and agents from any claims, damages, liabilities, costs, or legal fees arising out of your misuse of the Website, any attempt to breach Our server security, your violation of these Terms, or your infringement of Our or any third party’s intellectual property rights.

13. Payment & Billing

13.1 Service Fees. If you purchase services through the Website, you agree to pay all applicable fees as displayed at the time of purchase. All fees are stated in U.S. dollars. Unless otherwise noted, fees are non-refundable except as expressly provided in your Client Service Agreement or as required by applicable law.

13.2 Recurring Billing. Certain services are offered on a recurring subscription basis. By enrolling in a recurring plan, you authorize Us (or Our payment processor) to charge your designated payment method at the start of each billing cycle until you cancel. You may cancel a recurring subscription at any time through the Client Portal; cancellation does not entitle you to a refund for fees already paid for the current billing cycle, except where required by law.

13.3 Payment Processing. Payments are processed by third-party payment processors (e.g., Base44 Payments). We do not store full credit card numbers on Our servers. You agree to the terms and privacy policies of the applicable payment processor in connection with your transactions.

13.4 Taxes. You are responsible for any sales, use, or similar taxes applicable to your purchase, other than taxes based on Our net income.

14. Dispute Resolution & Binding Arbitration

14.1 Informal Resolution. Before initiating any formal dispute, the parties agree to first attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Website through informal negotiation. The claiming party shall send a written notice of the dispute to CS@CityRegisteredAgent.com, and the parties shall attempt to resolve the matter within thirty (30) days.

14.2 Binding Arbitration. Except for disputes that may be brought in small claims court, any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Website shall be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules then in effect, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitration shall take place in New York County, New York. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this arbitration provision.

14.3 Class Action Waiver. You and We agree that each party may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class, consolidated, or representative action. The arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.

14.4 Opt-Out. You may opt out of this arbitration agreement by sending written notice to CS@CityRegisteredAgent.com within thirty (30) days of your first use of the Website. Your opt-out notice must include your name, address, email, and a clear statement that you wish to opt out of arbitration.

15. Governing Law & Jurisdiction

These Terms are governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles. You agree to submit to the exclusive personal jurisdiction of the state and federal courts located in Bronx County, New York, for any dispute not subject to arbitration under Section 14.

16. Modifications to These Terms

We reserve the right to modify or update these Terms at any time. When We make changes, We will update the “Last Updated” date at the top of this document. We will provide at least thirty (30) days’ notice of any material changes to these Terms by email to the address associated with your account. Your continued browsing or use of the Website after the effective date of any modifications indicates your acceptance of the updated Terms.

17. Trademarks

City Registered Agent is a federally registered trademark. We do not authorize you to use Our brand, likeness, name, or company for any reason without Our express written consent.

All other trademarks, service marks, trade names, logos, and brand identifiers displayed on this Website are the property of their respective owners. We use any third-party trademarks that appear on this Website solely in accordance with applicable law, including the Lanham Act and other federal and state trademark laws, and solely for identification, reference, and descriptive purposes as permitted under the nominative fair use doctrine.

The use of any third-party trademark on this Website does not constitute or imply any affiliation with, endorsement by, sponsorship of, or partnership with the trademark owner, and any such reference is made in good faith for informational purposes only. We respect the intellectual property rights of others and make no claim of ownership over any third-party trademarks referenced on this Website.

18. Non-English Speakers & Translations

This Website, its content, the Client Portal, and any communications from Us are provided in English. We may, from time to time, offer translated versions of certain content or use automated translation tools for the convenience of non-English-speaking users.

No Warranty of Translation Accuracy: Any translation of this Website or Our communications—whether produced by automated tools, third-party services, or otherwise—is provided solely as a courtesy and may contain errors, omissions, or inaccuracies. We do not warrant, represent, or guarantee that any translation is accurate, complete, or equivalent to the original English text.

Controlling Language: The English-language version of these Terms, the Client Service Agreement, and all other content and communications is the official and legally binding version. In the event of any conflict, discrepancy, or difference in meaning between the English version and any translation, the English version shall control in all respects.

Limitation of Liability: To the fullest extent permitted by law, We are not liable for any misunderstandings, miscommunications, errors, losses, or damages of any kind arising from or related to mistranslations, inaccurate translations, or a user’s reliance on a translated version of this Website or Our communications. You are responsible for seeking assistance from a qualified translator or advisor if you do not fully understand the English-language content.

19. General Provisions

19.1 Assignment. You may not assign, transfer, or sublicense these Terms or your rights under them, in whole or in part, without Our prior written consent. We may assign these Terms, in whole or in part, without notice, in connection with a merger, acquisition, reorganization, or sale of all or substantially all of Our assets. Any attempted assignment in violation of this section is void.

19.2 Severability. If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be severed and the remaining provisions shall continue in full force and effect.

19.3 Waiver. No failure or delay by Us in exercising any right or remedy under these Terms shall operate as a waiver of that right or remedy. A waiver on one occasion is not a waiver of any future occasion.

19.4 Force Majeure. We shall not be liable for any delay or failure to perform Our obligations under these Terms (other than payment obligations) where the delay or failure results from causes beyond Our reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, civil unrest, government action, labor disputes, internet or telecommunications failures, or third-party service outages.

19.5 Entire Agreement. These Terms, together with Our Privacy Policy and any Client Service Agreement you enter into with Us, constitute the entire agreement between you and City Registered Agent regarding your use of the Website and supersede all prior or contemporaneous understandings, communications, and agreements, whether written or oral.

19.6 Survival. Provisions of these Terms that by their nature should survive termination—including, without limitation, warranty disclaimers, limitations of liability, indemnification, intellectual property, and dispute resolution—shall survive any termination of your access to the Website.

19.7 Electronic Communications. By using the Website, you consent to receive certain communications from Us in electronic form. You agree that all agreements, notices, disclosures, and other communications that We provide to you electronically satisfy any legal requirement that such communications be in writing.

19.8 No Third-Party Beneficiaries. These Terms are for the benefit of you and City Registered Agent only and are not intended to confer any rights or remedies on any third party.

20. Educational Resources & Compliance Tools

20.1 Annual Report Calendar. The Annual Report Calendar provided on Our Resources page is a general reference tool that displays typical state filing deadlines and frequencies. Filing requirements, due dates, fee schedules, and statutory windows change frequently and vary by entity type and jurisdiction. The dates shown in the Calendar are not guaranteed to be current, complete, or accurate, and should not be relied upon as the sole basis for any compliance decision. You are responsible for verifying all filing deadlines directly with the applicable Secretary of State or state filing office before any due date.

20.2 Service of Process Guide. The Service of Process (SOP) Guide on Our Resources page provides general educational information about how legal documents are served to businesses and how registered agents facilitate that process. The guide is not legal advice and does not create an attorney-client relationship. Statutory response times vary by jurisdiction, court, and matter type. You should consult a qualified attorney regarding any specific legal matter, response deadline, or service of process issue.

20.3 Entity Management FAQs. The Entity Management FAQs on Our Resources page provide general information about corporate compliance concepts, registered agent roles, and entity maintenance. These answers are general in nature and are not legal, tax, or accounting advice. Requirements vary by state, entity type, and individual circumstances. You should consult a qualified attorney, CPA, or other licensed professional for guidance specific to your business.

20.4 No Monitoring Obligation. Unless you have an active Client Service Agreement with Us that expressly includes compliance monitoring, the educational resources on Our Website do not create any obligation on Our part to monitor your specific filing deadlines, compliance status, or statutory standing.

21. Contact Information

If you have questions regarding these Terms, please contact Our administrative team at City Registered Agent, online at www.CityRegisteredAgent.com, by email at CS@CityRegisteredAgent.com, or by mail at 9450 SW Gemini Drive #40708, Beaverton, OR 97008-7105.