Registered Agent Service Agreement

Effective date: December 5, 2024

This Registered Agent Service Agreement ("Agreement") is entered into by and between Dappr Technologies, Inc., a Delaware corporation with its principal office located at 800 W El Camino Real, Suite 180, Mountain View, CA 94040 ("Dappr"), and the customer agreeing to these terms ("Customer"). This Agreement governs the provision of Registered Agent Services, which may include acting as registered agent, resident agent, or agent for service of process, depending on the state (collectively referred to as "Registered Agent Services" or "RA Services"). Dappr offers RA Services both as a standalone subscription and as part of various service bundles.

1. Recitals

WHEREAS, Dappr Technologies, Inc. offers Registered Agent Services through strategic partnerships with established providers;

WHEREAS, the Customer has expressed an interest in engaging Dappr to provide Registered Agent Services facilitated through these partnerships;

WHEREAS, Dappr agrees to furnish such Registered Agent Services according to the stipulations laid out in this Agreement;

NOW, THEREFORE, in consideration of the mutual promises and agreements herein contained, the parties hereto agree as follows:

2. Description of Registered Agent Services

You are subscribing to Registered Agent Services for a specified entity. Dappr, through its partnerships, agrees to provide Registered Agent Services for the entity identified by you during the service term you have selected. These services are contingent upon the accuracy of the information provided regarding your entity and the timely renewal of the service term.

3. Collaboration with Partners

You acknowledge and agree that Dappr collaborates with third-party providers (each, a “Service Provider”) to deliver some or all of the Registered Agent Services. You recognize that any appointed Service Provider may act on Dappr's behalf in providing Registered Agent Services to your entity.

4. Authorization and Handling of Legal Documents

You authorize your Service Provider to receive service of process, including notices of legal proceedings, other legal notices, or official government communications, as well as any documents required by the statutes, rules, or regulations of the state where you have selected for Registered Agent Services ("Legal Mail"). You further authorize your Service Provider to scan and upload any Legal Mail received on your behalf into your designated Dappr account.

5. Scope of Registered Agent Services

Except as otherwise specified in this Agreement, the services provided by your Registered Agent are limited to the receipt and forwarding of Legal Mail. These services do not include the provision of a business or mailing address for any purposes other than those specified by applicable statutes, rules, or regulations. Your Registered Agent is not obligated to forward any items received due to unauthorized use of the Registered Address, and neither Dappr nor the Registered Agent assumes liability for the loss of such items. You are fully liable for any such losses, regardless of whether the unauthorized use was approved or initiated by you. Additionally, your Registered Agent may seek reimbursement for any costs incurred due to the unauthorized use of the Registered Address. The Registered Address is intended primarily to meet state requirements for Service of Process and may only be used to receive Legal Mail. Unless specified otherwise, the primary business address listed on any filed document must reflect the actual business address from which your company operates, irrespective of the state in which the address is located.

6. Handling of Legal Mail

You acknowledge that while your Registered Agent endeavors to accurately deliver Legal Mail, there is no guarantee that misdeliveries will not occur. In the event of misdelivery, neither Dappr nor your Registered Agent shall be liable to the intended recipient. Upon discovering any misdelivery, your Registered Agent will make every effort to promptly notify both the intended and unintended recipients and will attempt to retrieve the item from the unintended recipient as quickly as possible.

7. Use of Registered Address

You agree not to represent or suggest, in any form or manner, that the Registered Address provided by your Registered Agent is your place of business, your operational location, or your business records storage site, or that it is a physical address at which you can be found by third parties. The Registered Address may not be listed in any of your company's public-facing materials, including business cards, brochures, websites, or emails. Misrepresentation of the Registered Address in these ways is strictly prohibited.

8. Acceptance and Refusal of Legal Mail

If you refuse or fail to accept Legal Mail forwarded to you by your Registered Agent as outlined in this Agreement, you are responsible for any costs associated with the return shipping and re-induction of the Legal Mail. Upon request from Dappr or your Registered Agent, you are required to sign for or otherwise officially acknowledge your acceptance of all Legal Mail sent to you by your Registered Agent.

9. Updating Contact Information and Business Status

You are responsible for promptly notifying Dappr of any changes to your contact information or business status, such as dissolution or inactivity, within 30 days of such changes. Failure to communicate these changes may result in the termination of your Registered Agent Services. You acknowledge that neither Dappr nor your Registered Agent holds any liability for damages that may arise from your failure to update or provide accurate information.

10. General Practices and Limitations

You acknowledge that Dappr may establish general practices and limits concerning the use of the Registered Agent Services, including without limitation, the maximum retention period for Legal Mail received on your behalf. You agree that Dappr has no responsibility or liability for the deletion or failure to store any Legal Mail, messages, communications, or other content maintained or transmitted. Dappr may subcontract any Registered Agent Services or any work, obligations, or other performance required under these services without your consent. Any new features that augment or enhance the current Registered Agent Services are subject to this Agreement.

11. Amendments to the Agreement

You acknowledge that Dappr reserves the right to change this Registered Agent Service Agreement at any time ("Updated Agreement"), in its sole discretion, with or without notice. You agree that we may notify you of the Updated Agreement by posting it on our legal terms page at dappr.com/legal, and that your use of the Registered Agent Services after the effective date of the Updated Agreement (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Updated Agreement. The Updated Agreement will be effective as of the time of posting, or such later date as may be specified in the Updated Agreement, and will apply to your use of the Registered Agent Services from that point forward. This Registered Agent Service Agreement will govern any disputes arising before the effective date of the Updated Agreement. If you do not agree with an update, you may terminate your Registered Agent Services. To do so, see the 'Termination of Services' section below.

12. Responsibility for Your Information

You hold complete responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of your information. Dappr and the Registered Agent are not responsible for managing, correcting, deleting, or restoring any of your data. Additionally, Dappr and the Registered Agent reserve the right to withhold or discard your information without notification in case of any contract breach, including non-payment.

You are also obligated to promptly report any fraudulent, unauthorized, or illegal activities related to the RA Services, or any security breaches, of which you become aware.

13. Authority to Bind

If you are signing up for the Registered Agent Service on behalf of a company or other legal entity, you represent that you have the authority to legally bind such entity to this Agreement. In such cases, references to "you" or "your" in this Agreement will apply to the entity. If you do not possess such authority, or if you do not agree with this Agreement, you must not use the Registered Agent Service.

Should it become apparent after your purchase that you did not have the authority to bind the entity, you will personally assume all obligations contained in this Agreement, including financial obligations. Dappr and the Registered Agent are not liable for any loss or damage resulting from our reliance on any instructions, notices, documents, or communications that we reasonably believe to be genuine and to have originated from an authorized representative of your entity. If there is a reasonable doubt regarding the authenticity of such communications, Dappr and the Registered Agent may seek additional verification, though we are not obligated to do so.

14. Payment Obligations

You are required to pay all applicable fees, including filing fees, associated with your account according to the pricing terms in effect at the time of your purchase. This obligation persists until you cancel your Registered Agent Service or it is terminated.

Dappr and the Registered Agent may increase fees for the Registered Agent Service effective at the start of any renewal term by providing you with at least thirty (30) days' notice prior to the commencement of the renewal term. Unless you cancel your service pursuant to the outlined procedures before the fee increase takes effect, you will be considered to have accepted the new fees for that renewal term and any subsequent terms. Any reductions in fees will take effect at the beginning of the next renewal term without any pro rata refund for the current term.

Should you choose to add a product or service to your subscription, Dappr may charge you a prorated portion of the costs to align your renewal date with your existing subscription. You will receive notice before any such charges are applied.

Failure to pay for your Registered Agent Service for the current or any previous renewal term may result in Dappr suspending your access to previously viewed Legal Mail within your account.

Dappr may charge a $50 late fee when an invoice for registered agent services remains overdue for 14 days. An additional $50 late fee may be assessed every 14 days until the outstanding balance is paid in full.

15. Payment Methods and Renewal Terms

You must provide a valid payment method at the time of purchase to facilitate payment for the initial term of the Registered Agent Service ("Initial Term"). Payment for the Initial Term is due as specified in your purchase agreement.

If you have not opted for automatic renewal, your Registered Agent Service will be invoiced approximately two months prior to the commencement of each renewal term. The payment for such renewal is due no later than the first day of the renewal term ("Billing Date"). If you were not provided with an option to opt-out of automatic renewal at the time of the initial purchase, the service will automatically renew.

For services set to automatically renew, your Registered Agent Service will continue to renew automatically at the end of the Initial Term and at the end of each subsequent renewal term until you notify Dappr and the Registered Agent of your intention to terminate the service under the terms of this agreement, or until the service is otherwise terminated. If you do not notify us, your designated payment method will be automatically charged for the renewal term on your Billing Date.

Dappr and the Registered Agent reserve the right to adjust your Billing Date in subsequent renewal periods without prior notice. This adjustment will be reflected by a prorated charge to your account based on the number of days that have passed since the Billing Date of your last renewal charge. Unless otherwise notified, the renewal charge will generally be equivalent to the initial purchase price paid for the Registered Agent Service. Dappr may facilitate the updating of any expiring credit card information that you have provided.

16. Billing Notifications

Dappr and the Registered Agent may send a reminder email to the email address associated with your account prior to your Billing Date. Unless explicitly required by the laws of the state in which you reside, Dappr and the Registered Agent are not obligated to provide this notice. You acknowledge that neither your failure to read, your inability to receive, nor Dappr and the Registered Agent's failure to send the email will create any liability for Dappr, the Registered Agent, or any third-party service involved.

17. Cancellation of Automatic Renewal

Cancellation of your automatic renewal terminates your Registered Agent Service in accordance with Section 19(b). To cancel the automatic renewal of your Registered Agent Service, you must notify Dappr of your intent to cancel by calling our Customer Service at [phone] or by cancelling online. To cancel online, log into your Dappr Account at dappr.com/login, navigate to the company's Billing section on the Settings page, and follow the cancellation procedures provided. Dappr agrees that upon receipt of such notice, no further charges will be billed to your credit card automatically, subject to your obligations on termination or cancellation outlined in Section 8 below.

18. Changes to Registered Agent Services

Dappr reserves the right to modify the offerings of our Registered Agent Services, including the functionality, content, or availability of any features of the services, at any time at our sole discretion. We may also impose limits on certain features and services or restrict your access to parts or all of the services. However, you retain the right to cancel your service should we materially decrease the benefits provided. If we introduce new features to the service, including third-party services, these features will be subject to this Agreement.

Should Dappr offer multiple versions of its Registered Agent services and decide to discontinue the version you are using, we may end your subscription, continue to provide it, or replace it with a similar or comparable product at the then-current price. We may charge additional fees for such replacement services. Dappr will provide you with notification of any new fees at least 30 days before they become effective.

19. Termination of Registered Agent Services

a) Termination by Dappr

Dappr reserves the right to discontinue your Registered Agent Service for various reasons. These include the failure to maintain accurate and updated company information, non-payment of fees, unresolvable contact issues, suspected illegal activity, or any other reason as permitted by law. If Dappr terminates the service with an effective date prior to the end of the current billing period, we will provide a refund of any fees prepaid for the current term of the service.

b) Termination by Customer

Customers may terminate their Registered Agent Service no later than two (2) months prior to the start of their next billing period. This can be done by contacting Dappr’s Customer Care Center at [phone] or by logging into the Dappr account at dappr.com/login and navigating to the Billing section under Settings. The service will continue until the end of the current paid period, as outlined in the subsequent section on post-termination obligations.

20. Customer Obligations Upon Termination

Upon termination or cancellation of the Registered Agent Services, whether by Dappr and its partner or by the customer, the following responsibilities apply to the customer:

Settlement of Outstanding Costs: You are responsible for settling all expenses incurred through the use of the Registered Agent Services post-termination, including costs related to the forwarding of Legal Mail.

Assignment of a New Registered Agent: You must appoint a new registered agent or act as your own agent, where permissible, and cover any associated fees. You are required to inform Dappr of the change by the next billing cycle and provide satisfactory evidence that our partner is no longer listed as your registered agent. Notifications can be made via phone, email, or through your online account. If discontinuing business operations, you must also provide proof of business dissolution or inactive status from the state filing office.

Handling of Legal Mail Post-Service: Any Legal Mail received after the termination of services will be marked "Return to Sender" if it is first-class mail, or destroyed if not. You release Dappr and its partner from any obligations to forward or re-mail Legal Mail received post-termination, except as explicitly agreed in this Agreement.

Notification of Change to Senders: It is your responsibility to inform all correspondents, including government entities, of your new registered agent's address.

Retention and Retrieval of Customer Data: Should the Agreement terminate for reasons other than breach, Dappr will provide you access to your account data within 30 days of termination upon request, subject to reasonable copying and shipping fees. Dappr is not obligated to retain Customer Data and may delete it 30 days post-termination.

By fulfilling these obligations, you ensure a smooth transition and minimize potential disruptions in your business compliance requirements.

21. Language of Terms

Translations of this Agreement and any related terms, conditions, and policies are provided solely for your convenience. In case of any ambiguity or discrepancies between translations, the English version will take precedence and be considered the authoritative and controlling document.

22. Indemnification

You agree to defend, indemnify, and hold harmless Dappr and its partners, including their owners, affiliates, subsidiaries, parents, shareholders, members, successors, assigns, representatives, officers, directors, agents, attorneys, and employees (collectively, "Indemnified Parties"), from and against any claims, actions, liabilities, losses, damages, expenses (including attorneys' fees and costs of litigation, arbitration, or at trial or on appeal, if any), arising from or related to:

a) This Agreement and the services provided under it.

b) Your use of the Registered Agent Services, including any copyright infringement claims arising from the scanning and uploading of your Legal Mail or other documents.

c) The failure of any third party, including postal and courier services, to deliver mail or packages accurately and timely.

d) Any loss, damage, or destruction of your Legal Mail by any cause, whether or not attributable to the negligence or intentional acts of the Indemnified Parties.

e) Your violation of any federal, state, or local laws, statutes, rules, or regulations.

f) Any legal actions in which Dappr, its agents, or any of the Indemnified Parties are named as defendants resulting from your conduct or the services provided to you.

This indemnity will extend to and protect all Indemnified Parties associated with the provision of the Registered Agent Services under this Agreement.

23. Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT NEITHER DAPPR NOR ITS REGISTERED AGENT PARTNERS ARE LIABLE FOR ANY DAMAGE TO OR LOSS OF LEGAL MAIL DURING OR AFTER ITS MAILING OR SHIPMENT TO YOU. DAPPR AND ITS PARTNERS ARE NOT RESPONSIBLE FOR LEGAL MAIL FOR WHICH THERE IS NO RECEIPT RECORD. ANY ADDITIONAL INSURANCE BEYOND WHAT IS PROVIDED BY CARRIERS MUST BE AUTHORIZED AND PAID FOR BY YOU IN ADVANCE. YOU UNDERSTAND THAT NEITHER DAPPR NOR ANY REGISTERED AGENT HAS ANY OBLIGATION TO INSURE ANY LEGAL MAIL OR SHIPMENTS SENT TO YOU.

DAPPR AND ITS REGISTERED AGENT PARTNERS SHALL NOT BE LIABLE FOR ANY LOSS OR INJURY ARISING FROM THEIR NEGLIGENT ACTS OR OMISSIONS IN COMPILING, COLLECTING, PROCESSING, COMMUNICATING, OR DELIVERING LEGAL MAIL OR HANDLING PHYSICAL OR DIGITAL DOCUMENTS. THE TOTAL LIABILITY OF DAPPR AND ITS REGISTERED AGENT PARTNERS, FOR ANY AND ALL CLAIMS, DAMAGES, LOSSES, OR JUDGMENTS ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID FOR THE REGISTERED AGENT SERVICE, IRRESPECTIVE OF THE NATURE OF THE CLAIM. EXCEPT AS PROVIDED IN THE DISPUTE RESOLUTION BY BINDING ARBITRATION SECTION, NEITHER DAPPR NOR ITS REGISTERED AGENT PARTNERS SHALL BE LIABLE FOR ANY OTHER LOSSES, CLAIMS, DAMAGES, OR INJURIES CONNECTED WITH THIS AGREEMENT OR THE SERVICES PROVIDED UNDER THIS AGREEMENT.

24. Dispute Resolution by Arbitration

Agreement to Arbitrate: Customer understands and agrees that any disputes or claims arising out of or related to this Agreement, including but not limited to the use of any services provided by Dappr, shall be resolved exclusively through final and binding arbitration, rather than in court. The Federal Arbitration Act governs the interpretation and enforcement of this agreement to arbitrate.

Waiver of Jury Trial: Customer hereby waives any right to a jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.

Waiver of Class Actions: Customer further agrees that any arbitration will be conducted on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, Customer waives any right to a jury trial and agrees that such claim may only be brought on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding.

Limitation on Remedies: In the event of a dispute, Customer agrees that the remedies available to them will be limited to those available through arbitration and that these remedies are described further in the specific Arbitration Agreement detailed in Paragraph 25 of this Agreement.

25. Dispute Resolution; Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY as it impacts your rights in resolving disputes with Dappr. This section requires you and Dappr to resolve disputes through final and binding arbitration on an individual basis rather than jury trials or class actions, and it also limits the remedies available to you in the event of a dispute.

(a) Prohibition of Representative Actions: You and Dappr agree that any disputes, claims, or controversies between you and Dappr, whether arising out of or related to this Agreement, our services, or any aspect of the relationship between us, shall be resolved solely on an individual basis. This means neither you nor Dappr shall be entitled to join or consolidate claims by or against other customers, or arbitrate any claim as a representative or member of a class or in a private attorney general capacity.

(b) Arbitration of Disputes: Any dispute that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. This includes disputes arising out of or related to the interpretation or application of this Arbitration Clause, including its enforceability, revocability, or validity.

(c) Arbitration Procedures: You may begin an arbitration proceeding by sending a letter requesting arbitration to Dappr. You will need to describe your dispute and the relief you seek. If we request arbitration against you, we will give you notice at your email address or mailing address you have provided. Arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. Payment of all filing, administration, and arbitrator fees will be governed by the AAA's rules.

(d) Waiver of Jury Trial: YOU AND DAPPR WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Dappr are instead electing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court.

(e) Waiver of Class or Consolidated Actions: ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. Claims of more than one customer or user cannot be arbitrated or consolidated with those of any other customer or user.

(f) Confidentiality: All aspects of the arbitration proceeding, including but not limited to the decision of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.

(g) Severability: If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.

(h) Right to Waive: Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.

(i) Opt-Out of Arbitration: You can choose to reject this Arbitration Agreement by sending us a written opt-out notice ("Opt-Out Notice") within 30 days after the date you accept this Agreement for the first time. You must mail the Opt-Out Notice to Dappr.

(j) Survival of Agreement: This Arbitration Agreement will survive the termination of your relationship with Dappr.

(k) Seeking Injunctive Relief: If you wish to seek public injunctive relief against Dappr, such claim—and only such claim—must be severed from the arbitration and brought in court. This type of relief must strictly adhere to the procedural rules outlined in Section 17 of this Agreement.

(l) Jurisdiction for Enforcement: You and Dappr agree that the state or federal courts in the State of California, specifically located in Santa Clara County, California, shall have exclusive jurisdiction over the enforcement of an arbitration award made pursuant to this Arbitration Agreement. This provision ensures that any proceedings to enforce arbitration awards, or actions involving injunctive relief, are centralized in Santa Clara County, facilitating a more streamlined legal process.

26. Governing Law and Jurisdiction

Governing Law: Any dispute arising from this Agreement and your use of the RA Services provided by Dappr will be governed by and construed and enforced in accordance with the laws of the State of California, without regard to its conflict of law rules or principles that would cause the application of the laws of any other jurisdiction.

Jurisdiction for Legal Disputes: Any dispute between the parties that is not subject to arbitration, or that cannot be heard in small claims court, will be resolved in the state or federal courts of California and the United States, respectively, located in Santa Clara County, California. By agreeing to this Agreement and using Dappr's RA Services, you consent to personal and exclusive jurisdiction in these courts for the resolution of all such disputes.

27. Force Majeure

Non-liability for Uncontrollable Events: Dappr shall not be deemed in breach of this Agreement, nor liable for any cessation, interruption, or delay in the performance of its obligations under this Agreement due to natural disasters (such as earthquakes, hurricanes, and floods), fire, wars, terrorist acts, epidemics, pandemics, strikes, labor disputes, utility failures, or any other event beyond our reasonable control (each, a "Force Majeure Event").

Extended Events: Should a Force Majeure Event continue for more than 60 consecutive days, Dappr reserves the right to terminate this Agreement immediately without any liability to you. This termination will be effective immediately upon Dappr’s notification to you, which may be delivered via email or through a notice on our website.

Communication: Dappr will make reasonable efforts to notify you of the occurrence of any such Force Majeure Event and its impact on our services, aiming to provide updates regarding the resumption of services and any measures taken to address the impact of the Force Majeure Event.

28. Agreement to Terms

Acknowledgment of Legal Implications: By using Dappr’s RA Services, you acknowledge and agree that this Agreement constitutes a legally binding agreement and affects your legal rights and obligations.

Requirement for Consent: If you do not agree to be fully bound by all of the terms outlined in this Agreement, you must not use or access Dappr’s services. Your continuation to use or access our services, including proceeding with any purchase, indicates your explicit acceptance of these terms.

Confirmation of Agreement: By finalizing your purchase of RA Services, or submitting an order by clicking an "Accept" or "Pay" button on our website or in our mobile application, you confirm that you have read, understood, and agree to be bound by this Agreement in its entirety.