Terms and Conditions
Arizona Statutory Agent Service Agreement

This Agreement (“AGREEMENT”) is between AccuSearch, Inc. (“AGENT”), an Arizona corporation whose mailing address is 2338 W. Royal Palm Rd., Suite J, Phoenix, AZ 85021, and the company or organization identified in the accompanying Arizona Statutory Agent Service Request – an Arizona entity or a non-Arizona entity qualified, or intending to qualify, to do business in Arizona (“CLIENT”).

AGENT and CLIENT agree as follows:

1. APPOINTMENT: CLIENT hereby appoints AGENT to be its Statutory Agent for Service of Process (“SOP”) in the state of Arizona. This appointment will be effective on the date that AGENT accepts CLIENT’S appointment (“EFFECTIVE DATE”)
2. SERVICES TO BE PROVIDED: AGENT agrees to:
1. Accept SOP on behalf of CLIENT at AGENT’s office located at 2338 W. Royal Palm Road, Suite J;  Phoenix, AZ 85021-9339.
2. Forward SOP legal documents received on CLIENT’s behalf to CLIENT’s designee within one day of receipt. 
3. Forward correspondence received on CLIENT’s behalf from the Arizona Corporation Commission or Arizona Secretary of State to CLIENT’s designee via first class mail unless directed otherwise.
3. OBLIGATIONS OF CLIENT.  CLIENT agrees to:
1. Prepare and forward to AGENT, or instruct AGENT to prepare, the appropriate document naming AGENT as the CLIENT’s Arizona Statutory Agent.
2. Utilize AGENT’s address solely for the purpose of SOP, and not as a general business address.
3. Maintain its good status standing with its forming agency.
4. Promptly advise AGENT of any change in CLIENT’s address or legal status.
4. FEES: CLIENT agrees to pay AGENT an annual fee for the provision of Arizona Statutory Agent services. The fee for the initial one-year term is $100. 
5. PAYMENT:  CLIENT agrees to promptly pay AGENT for services rendered and to reimburse AGENT for expenses incurred, if any. Payment is due upon receipt of invoice. Balances remaining unpaid after 30 days will be charged 1.5% interest compounded monthly. If CLIENT’s account goes to collection, CLIENT agrees to pay all expenses, including reasonable legal fees.
6. LIMITATION OF LIABILITY:  AGENT’s liability from a breach of its obligations under this AGREEMENT and/or for any other conduct of AGENT shall be limited to a refund of the fees actually received by AGENT under this AGREEMENT. AGENT will not be liable to CLIENT for any costs, expenses or damages whatsoever, except as expressly agreed to in this paragraph.
7. INDEMINIFICATION:
1. AGENT will indemnify, defend and hold Client harmless from and against any and all claims, demands, costs, expenses, damages and liabilities of any kind or nature whatsoever, including but not limited to reasonable attorney’s fees incurred by Client, resulting from gross negligence or intentional misconduct of AGENT in executing its responsibilities under this AGREEMENT.
2. CLIENT will indemnify, defend and hold AGENT harmless from and against any and all claims, demands, costs, expenses, damages and liabilities of any kind or nature whatsoever, including, without limitation, reasonable attorney’s fees incurred by AGENT, caused by CLIENT’s breach of the terms of the AGREEMENT or failure to comply with its obligations under this AGREEMENT.
8. TERM AND TERMINATION:
1. The term of this AGREEMENT will begin on the EFFECTIVE DATE and will continue for one year, unless earlier terminated, renewed or extended in accordance with the terms of this AGREEMENT. This AGREEMENT will renew automatically for successive one (1) year periods unless either party gives written notice to the other party of its intent not to renew with thirty (30) days’ prior notice.
2. Either party may terminate this AGREEMENT without cause, by providing thirty (30) days’ prior written notice, or terminate with cause, defined as a material breach of obligations under this AGREEMENT not remedied within 15 days of notification, without prior written notice.

1. If AGENT terminates this AGREEMENT without cause, CLIENT will be entitled to a pro-rata refund of fees paid to AGENT that are attributable to the remaining term.
2. If CLIENT terminates this AGREEMENT without cause, CLIENT will not be entitled to a pro-rata refund of fees paid to AGENT that are attributable to the remaining term.

9. GOVERNING LAW: This AGREEMENT is governed by Arizona law, without regard to conflicts of law principles. The place of venue for any dispute arising from this AGREEMENT will be a Maricopa County court.
10. ARBITRATION: The parties agree that any claim arising out of or relating to this AGREEMENT will be settled by submitting the dispute to private, final and binding arbitration in Phoenix, Arizona.
11. FACSIMILES: The parties agree that faxed, electronic or hard copies of this AGREEMENT are equally valid.
12. NOTICES: CLIENT will send to AGENT written notices of any changes to CLIENT’s address, SOP forwarding instructions or actions arising out of this AGREEMENT, and confirm that AGENT received the notice. Such notices should be sent to:

                                        AccuSearch, Inc., Corporate Department
                                        2338 W. Royal Palm Rd., Suite J
                                        Phoenix, AZ 85021-9339
                                        or
                                        CorporateDept@accusearch.biz

13. HEADINGS: Paragraph headings are for convenience only and are not intended to affect the meaning of any provision.