These State Office Provider Terms and Conditions (this “Agreement”) constitute the legal agreement between you (“you” or “Provider”) and Computershare Entity Solutions, Inc., a Delaware Corporation (“Computershare,” “our,” “we,” “Client”, or “us”) with respect to your provision of document intake and forwarding Services (as defined below) in support of Computershare’s registered agent business (collectively, your provision of these services is hereafter referred to as an “Order”).
Provider is an independent contractor and not employee, agent, partner, joint venturer, or representative of Corporate Creations or Computershare Inc. Provider has no authority to bind Computershare or make legal determinations regarding entity status or validity of service. Provider’s role is limited to ministerial receipt and forwarding of Documents in accordance with this Agreement and Computershare’s written instructions.
The Provider agrees to provide the following services (“Services”) through the agreed upon Third-Party Office:
Provider shall:
Computershare reserves the right to modify intake, forwarding, or transmission methods upon notice including use of electronic platforms or alternate delivery locations. Additionally, Computershare may enact a business continuity plan, which will be communicated to the client in advance along with any necessary blank or updated shipping labels.
Provider shall:
The Provider shall not retain, store, archive, scan, photograph, reproduce, transmit, backup or otherwise maintain any copies of Documents, in any form except solely as necessary to forward such documents in accordance with this Agreement. Immediately upon completion of forwarding and in no event later than the same business day, Provider shall securely destroy all residual copies, notes, images, or extracts of documents.
Provider shall ensure that all employees and agents with access to Documents are bound by written obligations consistent with this section. Upon reasonable request, Provider shall certify compliance and destruction in writing.
Unauthorized retention or failure to destroy Documents constitutes a material breach of this Agreement.
Provider should promptly contact Computershare with any questions regarding procedures, requests for supplies, or changes in office personnel.
Provider (”Provider”) shall not change, relocate, or close the Registered Address without providing at least ninety (90) days’ prior written notice to Computershare Entity Solutions, Inc.
If Provider is responsible for a change in the Registered Address during the service term or any renewal term, the Provider shall be solely responsible for all costs, fees, and expenses incurred by the Client because of such change. This includes, but is not limited to, governmental filing fees, notification costs, and any other expenses related to updating the Registered Address with relevant authorities, clients, and third parties. We reserve the right to deduct these amounts from any payments due to the Provider, or to invoice the Provider directly for reimbursement, payable within thirty (30) days of receipt.
Any relocation or closure of the Registered Address without notice required by this Section 7 to the Client shall constitute a material breach of this Agreement and may result in immediate termination of services, without prejudice to any other rights or remedies available to us.
Provider agrees to the following:
Provider shall comply with all applicable state laws and regulations governing registered agent services and maintain a physical presence as required by law.
Computershare operates solely as a registered agent and does not act as a commercial mail receiving agency. Any forwarding under this Agreement is incidental to registered agent services and performed solely at Computershare’s direction. USPS Form 1583 is not required.
Provider shall implement reasonable administrative, technical, and physical safeguards to protect Documents. Provider shall notify Computershare within forty-eight (48) hours of any actual or suspected loss, unauthorized access, disclosure, or retention of Documents. Unauthorized retention is deemed a security incident.
Provider shall keep all Documents and related information confidential and not disclose such except as required to perform the Services under this Agreement or as required by law.
Computershare agrees to pay Provider an agreed annual fixed rate, payable quarterly via ACH unless otherwise agreed to in the Order Form. Provider acknowledges that Computershare reserves the right to negotiate service fees 90 days in advance of any renewal term if provided in writing by Provider. Service fees will be reviewed annually and adjusted as needed. Specific fees, terms, and any adjustments will be detailed in an Order Form provided by Computershare, which will be linked on our website and incorporated herein by reference.
Neither party shall be liable for any failure to perform due to unforeseen events beyond their control, such as natural disasters, war, acts of government in its sovereign or contractual capacity, acts of public enemy or terrorists, acts of civil or military authority, war, riots, civil strife, terrorism, blockades, sabotage, rationing, embargoes, epidemics, pandemics, outbreaks of infectious diseases or any other public health crisis, earthquakes, fire, flood, other natural disaster, quarantine or any other employee restrictions, power shortages or failures, utility or communication failure or delays, labor disputes, strikes, or shortages, supply shortages, equipment failures, or software malfunction.
Computershare may audit Provider’s compliance with this Agreement upon reasonable notice. Audits may include review of logs, staffing, training, document handling, and retention practices. Provider shall cooperate fully. Material noncompliance requires remediation at Provider’s expense, and Corporate Creations may recover reasonable audit costs.
Provider shall not subcontract services under this Agreement without prior written consent from Computershare.
All notices under this Agreement shall be delivered in writing to CESNetwork@computershare.com.
Provider shall indemnify, defend, and hold harmless Computershare, their affiliates, and their respective officers, directors, employees, and agents from all claims, losses, damages, liabilities, penalties, costs, and expenses (including reasonable attorney’s fees) arising out of or relating to:
Computershare shall indemnify provider solely to the extent a third-party claim arises from Provider’s compliance with Computershare’s written instructions or materials, provided Provider complied with this Agreement and the claim did not result from Provider’s gross negligence, willful misconduct, or breach of this Agreement.
This Agreement shall continue until terminated by either party with at least ninety (90) days' written notice. The Initial Term dates for this Agreement will be referenced in the accompanying Order Form. Either party may terminate for cause immediately upon breach of any material term.
Upon the effective date of termination, the Provider will cease to accept Documents (including mail (Certified or Regular)) or Service of Process on behalf of Corporate Creations or United Agent Group or their clients. All mail received after the effective date of termination must be returned to the sender. Any process server attempting to effectuate service with Provider should be rejected and informed that Corporate Creations and/or United Agent Group is no longer accepting service at the Provider's location.
If Provider fails to adhere to agreed service provisions, Computershare reserves the right to terminate this Agreement immediately and seek damages for any resulting losses.
This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
This Agreement constitutes the entire agreement between parties regarding its subject matter and supersedes all prior oral or written agreements or understandings.
Computershare may modify these terms of service from time to time by posting, at the link referenced in the Order, the revised Agreement. Company is responsible for reviewing this Agreement periodically, and continued acceptance of the Services constitutes acknowledgment of and agreement to the terms of service in place at the start of the Renewal Term.
Last Updated: January 30, 2026