Customer Agreement

Revised: May 7, 2019

Thank you for allowing Dominion General Counsel, P.C. to help you as our customer (“Customer”). By ordering a service (“Service”) from DGC, our relationship and each Service is governed by this customer agreement (“Agreement”).

1. DGC. Dominion General Counsel, P.C. (“DGC”) is a professional services firm providing legal and business services to customers, and is based in Richmond, Virginia. Dominion Registered Agent, LLC (“DRA”) is a subsidiary and provides some services to Customer on DGC’s behalf. For purposes of the Agreement, DRA is included in the reference to DGC.

2. Website. DGC operates one or more websites for the purpose of providing each Service (jointly “Websites” and individually a “Website”). The Websites include but are not limited to DominionGC.com and DominionRegisteredAgent.com.

3. Services.

a. Each purchase transaction for a Service will identify the Service details such as the Service bundle (documents, benefits and other details), the applicable fees and charges, the timeline and other related details.

b. Business Services are the Services which include: i) the annual registered agent service, entity formation service, foreign entity registration service, and document templates; ii) each Service listed as business service on a Website; and iii) the rendering of business advice during a written or oral communication with Customer to discuss a Business Service.

c. Legal Services are the Services which include: i) the rendering of legal advice or counsel involving the application of legal principles to facts (but does not include the rendering of business advice as part of a Business Service); ii) selecting, drafting or completing legal documents or agreements which affect the legal rights of Customer (but does not include providing a document template purchased online); iii) negotiating legal rights or responsibilities on behalf of Customer; and v) rendering any of the Services described as Legal Services on a Website.

4. Customer. Each DGC client or customer is referred to in the Agreement as “Customer”.

a. When an individual or individuals submit information to DGC to facilitate a Service, each submitting individual is deemed a “Customer Representative”.

b. When one or more Customer Representatives submit information and payment to obtain a Service on behalf of a legal entity, the Customer means both the entity and each Customer Representative.

c. When one or more Customer Representatives submit information and payment to obtain a Service on behalf of one or more named individuals and not an entity, the Customer means each named individual and each Customer Representative.

d. Where the Agreement imposes a duty or obligation upon the Customer, the word “Customer” is deemed to include each Customer Representative.

5. Compensation. Customer agrees to pay DGC as compensation for each Service the fees and expenses listed on for the Service on the Website or as otherwise specifically quoted by DGC to Customer.

6. Payment. Customer agrees to pay for each Service in advance. If Customer has not paid for a Service in advance, the Customer agrees to pay for the Service within 24 hours of receipt of an invoice.

7. Customer Submission Error.

a. If Customer discovers an error in the information submitted on behalf of Customer to DGC as part of a setup of a Service, Customer must contact DGC immediately to inform DGC of the error.

b. In order to provide the Service, DGC is permitted to fully rely on all information submitted by Customer as part of a Service setup. Customer is fully responsible for the Services rendered by DGC in reliance upon a Customer error. Customer assumes all risks of DGC’s reliance upon a submitted error.

c. In order to provide the Service, DGC is permitted to fully rely on Customer’s selection of a specific Service as part of a Service setup. Customer is fully responsible for the Services rendered by DGC in reliance upon the incorrect selection by Customer of a Service. Customer assumes all risks of DGC’s reliance upon an incorrectly selected Service.

d. If DGC reasonably believes Customer provided information containing an error or selected the wrong Service in error as part of a Service setup, at DGC’s sole option, DGC may suspend or delay Service until Customer either: i) corrects the error or b) confirms to DGC that no error occurred.

8. Notices. DGC is permitted to send each email to the last known email address of Customer’s Primary Contract Person. The sending of an email to this last known address is deemed delivery of the email to the Customer. If Customer has provided a secondary email address for registered agent confirmations, then DGC is permitted to send an email to the last know email address for each secondary contact. DGC is permitted to send any notice by US mail to the  Primary Contract Person’s last known postal address.

9. Confirmations. If DGC requests Customer to confirm receipt of an email sent to the Customer, then Customer warrants to promptly reply to DGC’s email with an acknowledgment of receipt. In no event will Customer delay sending a responsive reply for longer than 48 hours. Time is of the essence.

10. Service Delay. Customer acknowledges that the occurrence of any of the following will delay DGC’s ability to render a Service and will extend the Service timeline.

a. Customer makes an error in the submission of information to DGC, selects the incorrect Service, or attempts to submit details inconsistent with the purpose or design of the Service setup form.

b. Customer fails to timely, fully or clearly respond to DGC’s request for clarification about the Customer’s submitted information or the selected Service.

c. The SCC’s online portal is not accessible or functioning correctly to the extent necessary to perform all or a portion of the Service.

d. The SCC requests a revision or correction of the details submitted by Customer as part of the articles of incorporation or the SCC delay’s responding to a manually submitted document filing. For example, for an entity formation Service, if Customer’s original proposed entity name and any subsequent revised name are not accepted by the SCC, then a delay will occur to the extent needed to submit a new name.

11. Customer Warranties and Representations.

a. Submitted information. When Customer submits information to DGC as part of the setup of a Service, Customer warrants the accuracy, truthfulness and fullness of the submitted information.

b. Authority. When DGC or DRA is authorized on the behalf of the Customer to perform a Service or perform an action, Customer warrants the authority of Customer and each Customer Representative to fully and legally grant the authorization.

c. Primary Contact Person. Customer warrants that Customer will inform DGC immediately as to any change to Customer’s primary contact person (name, title, email address, phone number or postal address) and, where applicable for some Services, each name and email address for a secondary contact person, so long as DGC is providing a Service to Customer.

d. Age 18. Each Customer Representative warrants that the representative is over 18 years of age. Where Customer is an individual, Customer warrants that Customer is over 18 years of age. If either an individual Customer or a Customer Representative is under the age of 18 but would like to purchase a Service or use a Website, an authorized representative of the underaged Customer or Customer Representative must contact DGC in advance for details on how to proceed.

12. Client Portal. DGC may provide Customer with access to DGC’s Client Portal as part of a Service. When access is provided, then the access is intended to last during the period a Service is rendered and then no more than 60 days following the completion of the Service. Customer agrees to reasonably use the Client Portal consistent with normal, accepted business standards in Virginia. DGC reserves the right to suspend or end Customer’s access to the Client Portal: i) upon DGC’s completion of each Service; ii) upon Customer’s misuse of the Client Portal; iii) upon Customer’s violation of the Agreement; iv) to prevent criminal, fraudulent or improper activity; or v) upon a termination of each Service between Customer and DGC.

13. Prohibited Acts.

a. Customer is not allowed to list DGC’s office as the principal office of any entity unless expressly agreed in writing by DGC. If Customer violates this prohibition, then DGC reserves the right to charge Customer and Customer agrees to pay DGC an administrative service fee of $275 for each annual period during which Customer has violated this prohibition.

b. Customer is not allowed to name DGC, DRA or any staff member as any entity’s registered agent unless expressly agreed in writing by DGC. If Customer violates this prohibition, then DGC reserves the right to charge Customer and Customer agrees to pay DGC an administrative service fee of $275 for each annual period during which Customer has violated this prohibition.

14. Attorney-Client Relationship. DGC and Customer do not form an attorney-client relationship when Customer purchases a Business Services. Rather, the parties form a vendor-customer relationship. DGC only forms an attorney-client relationship with Customer when DGC performs Legal Services for Customer.

15. Cancellation and Termination.

a. Customer is entitled to cancel a Service for any reason upon written notice to DGC. If DGC has begun performance, then DGC will suspend further performance of the Service upon receipt of the cancellation notice. Customer may not cancel a Service once the Service is fully performed. NOTE: DGC will likely begin performing the Service immediately upon receipt of the Customer’s submission and payment.

b. For an ongoing or subscription Service, such as Annual Registered Agent Service, Customer may terminate the Service at any time upon notice to DGC.

c. Customer may terminate a Service for cause upon DGC’s material violation of the Agreement.

d. DGC may cancel and end the performance of any Service for any reason upon notice to Customer and upon a full refund of all fees and expenses paid by Customer for the Service. For Annual Registered Agent Service, DGC must give Customer at least 30-day notice of ending the Service.

e. DGC may terminate a Service immediately for cause upon Customer’s material violation of the Agreement.

16. Effect of Cancellation or Termination.

a. Upon the cancellation of a Service by Customer prior to DGC beginning the performance of the Service, DGC will refund the Customer’s payment LESS any credit card service fees incurred by DGC, and any pre-paid government fees already paid by DGC to the government.

b. Upon the cancellation of a Service by Customer after DGC has begun the performance of the Service, then Customer is entitled to a refund of any pre-paid government fees not yet issued, paid or incurred by DGC to the government prior to learning of Customer’s cancellation. DGC will provide Customer with any Service documents fully completed as of the time of cancellation, if any.

c. Upon the termination of a Service by Customer for-cause upon a material violation of the Agreement by DGC, then Customer is entitled to a full refund.

17. Limitation of Liability. Except for gross negligence, fraud or intentional misconduct, Customer acknowledges that DGC’s total liability of any kind under the Customer Agreement shall not exceed the amounts paid by Customer to purchase the Service in question. If the Service in question is a continuing or subscription Service, such the Annual Registered Agent Service, then the liability shall not exceed the amount paid by Customer for the Service for the current period (or renewal period).

18. Right of Use. Customer has the right to reasonably use for Customer’s internal purposes all DGC forms, documents, emails, letters, and other work product (“Work Product”) provided to Customer by DGC as part of each Service. Unless otherwise expressly agreed in writing by DGC, Customer may not resale or redistribute the Work Product to others. Customer is expressly prohibited form using any Work Product for anything other than Customer own internal business or organizational purposes.

19. Copyright. Customer acknowledges that all Work Product provided to Customer by DGC as part of each Service and all Website content such as text, graphics, graphics, images, files, documents, data, tools, pages, software applications, layout, design and similar features (“Content”) is owned by DGC or its licensors and is protected by US and international copyright and other intellectual property laws. Unless expressly authorized in writing, the copying or reproduction of Content is strictly prohibited.

20. Trademark. Customer acknowledges that the name “Dominion General Counsel”, the Dominion General Counsel logo, the Blue Sphere logo and the name “Dominion Registered Agent” are trademarks of Dominion General Counsel, P.C.

21. Jurisdiction. DGC is deemed to offer, contract for and provide each and all Services in Virginia. The delivery of all Services occurs in Virginia. The exchange of all information and instructions is deemed to occur in Virginia. The Agreement is interpreted under the laws of the Commonwealth of Virginia.

22. Service Modification. DGC may modify each Service at any time including but not limited to: a) deleting, modifying or adding a Service; b) increasing, decreasing or altering the charges or fees; c) deleting, modifying or adding elements and benefits to a Service bundle; and d) making all other similar changes. Each Service modification applies at the moment the modification is published to the Website. A modification does not apply to any Service transaction purchased by Customer prior to the published modification. For a subscription Service such as annual registered agent services, the modification applies at the time of the periodic service renewal date.

23. Agreement Modifications. DGC may modify the Agreement at any time. Each modification applies at the moment the modification is published to the Website. A modification does not apply to any Service transaction purchased by Customer prior to the publishing of the modification. For a subscription Service such as annual registered agent services, the modification applies at the time of the periodic service renewal date.

24. Government charges. Customer is responsible for all government filing fees and charges related to each Service.

25. Assumption of Risk. Customer assumes the risk resulting from Customer providing of any inaccurate, erroneous, false or partial information submitted to DGC or selecting the incorrect Service.

26. FAQs & Helpful Tips. DGC has provided numerous helpful tips (“Helpful Tip”) and answers to frequently asked questions (“FAQs”) throughout each Website. Each Helpful Tip and FAQ is provided as general information and as a courtesy to Customer. Each Helpful Tip and FAQ is not intended to apply to Customer’s specific facts or needs, to be all-inclusive, to cover all fact situations, or to address all possible issues. Customer should talk to Customer’s financial, accounting and legal professional about Customer’s specific facts and needs. EACH HELPFUL TIP AND FAQ IS PROVIDED “AS-IS” AND DGC MAKES NO WARRANTY OR REPRESENTATION REGARDING THE APPLICABILITY OF THE INFORMATION TO CUSTOMER’S SPECIFIC FACTS OR NEEDS. If Customer would like to hire DGC to address Customer’s specific facts or needs, Customer will need to purchase DGC’s legal services and establish an attorney / client relationship.

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27. Complete Agreement. The following are incorporated into and made a part of this Agreement: the Service Details applicable to each Service purchased by Customer and DGC’s Terms of Use and Privacy Policy. The version of the Terms of Use and Privacy Policy published as of the Customer’s purchase date for each Service (and, if ongoing Service, the payment date for each Service renewal) will apply. The Agreement will apply to our relationship and govern each Service except to the extent otherwise modified in writing between Customer and DGC