Mail Forwarding Services Agreement

This Mail Forwarding Services Agreement (the "Agreement") is entered into by and between Harvard Business Services, Inc. ("Harvard" or "we" or "us") and the entity receiving mail forwarding services from us ("Client" or "you"). Pursuant to a Registered Agent Services Agreement, Harvard serves as the Client's registered agent in the State of Delaware and the Harvard Address (as defined below) serves as the registered agent office of the Client in the State (the "Registered Agent Agreement"). In addition to registered agent services, the Client wishes to receive Harvard's mail forwarding services. In furtherance of such, the Client agrees to the terms of this Agreement governing Harvard's provision of such services, and Harvard agrees to provide such services on the terms set forth herein. This Agreement should be read in conjunction with the Registered Agent Agreement, as certain of the terms used and the concepts addressed herein are defined and/or set forth in the Registered Agent Agreement.

Now, therefore, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties agree as follows:

  1. Introduction and Harvard Address. Harvard is a Delaware corporation with its principal place of business at 16192 Coastal Highway, Lewes, Delaware 19958, County of Sussex (the "Harvard Address"). You wish to avail yourself of one of Harvard's four mail forwarding service packages, the terms of which vary (each a "Mail Services Package"). The four Mail Services Packages are summarized in Section 2.d of this Agreement and are described on Harvard's website. Harvard may change the Harvard Address at any time in the manner and subject to the terms set forth in the Registered Agent Agreement; a change in the Harvard Address for purposes of the Registered Agent Agreement shall be simultaneously effective for purposes of this Agreement.
  2. Harvard's Mail Forwarding Services
    1. Under each Mail Services Package, the Client may list the Harvard Address as its mailing address and may receive mail at such address. Harvard will scan the correspondence and provide it electronically to the Client Contact via the Contact Information (each as defined in the Registered Agent Agreement) that Harvard has on file in connection with the Registered Agent Agreement. The Client may request that the original hard copies of the mail be forwarded, and Harvard will comply with such requests provided that this will require one credit. Scanned mail that is not requested in hard copy after fifteen (15) calendar days from receipt will be destroyed. The Client may have occasional small packages sent to the Harvard Address from time to time for additional shipping and handling costs, although priority is given to a Client's business letter mail. Harvard does not accept freight packages.
    2. As set forth in the Registered Agent Agreement, the identity of the Client Contact and the accuracy of the Contact Information are solely the responsibility of the Client. Any change in the Client Contact or the Contact Information made in connection with the Registered Agent Agreement shall simultaneously be effective for purposes of this Agreement, and until such change is made as set forth in the Registered Agent Agreement, Harvard may rely without investigation on the authority of the Client Contact and the accuracy of the Contact Information.
    3. Harvard's mail forwarding service is subject to certain limitations and prohibited practices. A list of these limitations and practices is set forth as Exhibit A to this Agreement, which the Client should review carefully.
    4. Harvard offers four (4) mail forwarding packages. The following is a description of those packages but this description is qualified by what appears on the Harvard website at a given time in connection with the relevant package.
      1. Basic 6 – The Client receives 6 credits for $29. In addition to the regulatory notices and other mail sent to the Client in connection with our Registered Agent services, the Client may use these credits to claim mail scans or to receive packages (for which the Client will incur additional shipping and handling fees) or hard copies of letters and other correspondence received by Harvard for the Client. After using the 6 credits, the Client will need to buy more credits or sign up for virtual office services to continue to receive mail outside what is sent by Harvard as registered agent.
      2. Basic 25 – This package is the same as the Basic 6, only the Client receives 25 credits for $99.
      3. Airplane & Yacht - This is a special plan for airplane and boat operators. We will forward any mail from agencies and authorities such as FAA, DNREC, airports and marinas for a full year for $99.
      4. Virtual Office – This plan allows you to receive up to 520 pieces of mail and, in addition, Harvard will provide the Client with a Delaware phone number (with a "302" area code) if that Client's telephone number to which such calls would be transferred originates in the U.S., Mexico, or Canada. Harvard cannot forward calls coming in to the "302" area code to a Client's number if the number originates from countries other than Canada, Mexico, or the United States.
    5. Clients are welcome to visit Harvard’s offices to conduct business with Harvard, such as forming a company, requesting documents, or picking up mail under Harvard’s mail forward packages.  An appointment is generally not required. However, the Client acknowledges and agrees that, if the Client determines to visit Harvard’s offices, the Client must comport him or herself in a civil, professional, and businesslike manner.  The Client understands that Harvard will not tolerate any abusive language, threats (express or tacit), behavior perceived by staff or others as physical intimidation, or violence of any sort or degree against its staff or anyone else present in or around Harvard’s offices or any adjoining premises.  The Client acknowledges and agrees not to engage in any protest, riot, civil disobedience, destruction of property, or similar severely disruptive behavior (as determined in Harvard’s sole discretion) on or in the immediate vicinity of Harvard’s offices and premises.  The Client acknowledges that Harvard reserves the right, in its sole discretion, to order a Client or any other person to immediately leave Harvard’s premises, and the Client agrees to comply with any such request.
  3. Payment of Mail Forwarding Fee. Client agrees that in consideration of the mail forwarding services, Client shall pay Harvard the relevant fee for the package selected in 2d.(i) – (iv) (the "Mail Forwarding Fee"). If the Mail Forwarding Fee is not paid within thirty (30) calendar days of the date it is due (the "Delinquency Date"), Harvard shall have the right (but shall have no obligation) to terminate this Agreement. Harvard may, as an accommodation, delay such termination and attempt multiple times to collect the delinquent Mail Forwarding Fee, in its sole discretion. During such period of delinquency, Harvard is under no obligation to continue to provide the mail forwarding service until any delinquent Mail Forwarding Fee has been paid. In its sole discretion, any forbearance of termination is a grace period provided to the Client as an accommodation and does not modify or in any way affect Harvard's ability to terminate on or after the Delinquency Date in that specific instance or in any instance of delinquency thereafter.
  4. Consent to Electronic Receipt of Documents and Posting. The Client consents to receiving any and all materials to which it is entitled under this Agreement from Harvard through electronic transmission, including through the email address provided to Harvard (as it may be updated) as part of the then-current Contact Information. The Client also acknowledges and agrees that Harvard may post material on its online client system (MyControlDesk) accessible through Harvard's website and the use of a Client-specific username and password (the "Harvard System"), and notice of the posting provided to the Client via the Contact Information coupled with posting on the Harvard System shall constitute full and sufficient delivery of such posted materials for all purposes. In cases where the Client requests hard copy delivery, including when Harvard forwards packages received, the Client will incur additional fees.
  5. Limited Obligations of Harvard. The Client acknowledges and agrees that Harvard's sole obligation in connection with materials sent to the Harvard Address shall be to scan and transmit such materials electronically to the Client's email address then on file with Harvard or through posting the materials on the Harvard System, and, in the case of packages or upon request, forwarding such materials to the business address on file with Harvard for an additional fee.
  6. Term of this Agreement. This Agreement shall have a term of one (1) year but shall continue for successive one-year terms unless and until terminated pursuant to the terms set forth herein. Either party may terminate this Agreement on thirty (30) calendar days' prior written notice. Harvard may terminate this Agreement immediately under the terms set forth in Sections 3 and 10, and, further, may also immediately terminate this Agreement in the event that it has no valid Client Contact or Contact Information, which Harvard is required to have and maintain as registered agent for the Client under Delaware law.
  7. Harvard's Representations. During the effective term of this Agreement, Harvard shall maintain (a) its eligibility to serve as a registered agent and provide a registered agent office under Delaware law (at the Harvard Address or another location in the State of Delaware) and (b) its status as a "commercial registered agent" under Delaware law governing business entities in which such status is defined. Harvard will perform its services hereunder with the standard of reasonable care customary in its industry.
  8. The Client's Representations. The Client shall maintain the accuracy of the Client Contact and Contact Information, as set forth in the Registered Agent Agreement. The Client shall promptly respond to all communications requesting a response sent by Harvard to the Client, and shall maintain its good standing through, among other things, paying its annual franchise tax. Except as otherwise discussed herein, the Client will provide Harvard with all material information and such responsiveness as is necessary for Harvard to conduct the services discussed herein on the Client's behalf. The Client shall not engage in any criminal conduct or any course of business involving criminal activity in any way involving Harvard's services under U.S. law or the law of any jurisdiction to which it may be subject.
  9. IN NO EVENT WILL HARVARD BE LIABLE UNDER ANY CIRCUMSTANCES TO THE CLIENT FOR SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR LOSSES, INCLUDING LOST PROFITS, LOSS OF BUSINESS OPPORTUNITY OR OTHER SIMILAR DAMAGES, EVEN IF SUCH DAMAGES WERE FORESEEABLE.
  10. HARVARD'S LIABILITY TO THE CLIENT UNDER THIS AGREEMENT AT ANY GIVEN TIME SHALL BE LIMITED TO THE AMOUNT OF THE FEES PAID TO IT BY THE CLIENT PURSUANT TO SECTION 3 HEREIN AS OF SUCH TIME UNDER THIS AGREEMENT FOR HARVARD'S REGISTERED AGENT SERVICES.
  11. Indemnification of Harvard. The Client shall indemnify and hold harmless Harvard and its directors, officers, employees and agents (the "Harvard Indemnitees") from and against any claims, liability, damage, loss or expense (including reasonable attorneys' fees and expenses of litigation) (collectively, "Indemnity Amounts") incurred by or imposed upon such Harvard Indemnitee in connection with any third-party claims, suits, actions, demands or judgments arising any way out of Harvard's provision of the mail forwarding services contemplated hereby. Amounts payable to Harvard pursuant to this Section shall be paid by the Client (or its insurance provider or other related party) within thirty (30) calendar days of the presentation of a request by Harvard to the Client accompanied by commercially reasonable documentation of such Indemnity Amounts, to the extent such documentation is available or practical.
  12. Amendments. This Agreement may be amended only by the mutual written consent of the parties, except as set forth in Section 1 in connection with a change in the Harvard Address. Any one-time or continuing waiver or failure to strictly enforce any term, deadline or other provision of this Agreement shall not be deemed to amend or modify this Agreement unless otherwise specifically set forth in a written consent providing for such an amendment.
  13. Deemed Execution. As set forth above, the Client will be deemed to have agreed to and executed this agreement as a result of Client's use of Harvard's mail forwarding services.
  14. Delaware Law. This Agreement shall be governed and construed in accordance with the laws of the State of Delaware, excluding that State's choice-of-law principles, and all claims relating to or arising out of this contract, or the breach thereof, whether sounding in contract, tort or otherwise, shall likewise be governed by the laws of the State of Delaware, excluding that State's choice-of-law principles.

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EXHIBIT A

Mailing Forwarding Service Terms and Conditions

Last Updated: January 2020

The following are key restrictions on the use of Harvard Business Services' address in connection with the Mail Forwarding Services that we can provide to companies for which we serve as registered agent upon their election and for additional cost. If any of these terms or conditions are broken, we have the right to immediately cease providing a company with mail forwarding services, and any fees charged and paid but yet unearned will be forfeited. In addition, Harvard may, and as a general matter will, resign as registered agent to the offending company.

  1. The following actions are prohibited in connection with your use of our address and the mail forwarding services:
    • Listing the address on Google maps or any other mapping service or app.
    • Listing the address on official documentation as your business location.
    • Using our address on merchant accounts.
    • Using our address to receive mail in personal names only (company name must be included).
    • Using the address and/or phone number to create the impression that it is an actual office location or place of business for your company.
    • Using the address to receive personal packages / non-business related packages.
    • Using our address as a return address on any goods your company sells or distributes.
    • Using our address to receive any materials, substances, or other content that is impermissible to be mailed under USPS guidelines and restrictions.
    • Using our address to receive any illegal or prohibited material, whether in terms of the nature of the substances shipped (e.g., drugs, explosives) or in terms of the content of any materials (e.g., child pornography).
    • Using our address as part of or in connection with any attempt to deceive, defraud, harass, threaten, blackmail, traffic in illegal goods or otherwise engage in any course of activity that is illegal under U.S. law or the law to which you are subject.
  2. Harvard will not or cannot take the following actions on your behalf in connection with its mail forwarding services:
    • Deposit checks
    • Provide "proof of address" for verification purposes with banks, merchants, etc.
    • Allow on-site inspections for your company
    • Send you pictures of package contents
    • Accept freight
    • Make any false or misleading statements to any person regarding the nature of the address in connection with your business
  3. If we determine that the Harvard Address is being used in furtherance of criminal activity, we will terminate the service and report the matter to appropriate authorities. This would occur, for example, if we found that drugs, prohibited animal parts or other illegal items were being sent to the Harvard Address for forwarding.
  4. Mail containing credit cards, checks or original copies of contracts, certificates, stamped filings, etc. are automatically mailed, and this service counts for 1 credit of the client's total credits. See the description of the available mail forwarding service packages for a description of how credits operate and can be employed.
  5. All other mail is scanned and held for 15 days, then destroyed, with the scan being sent to the client. Clients can request hard copies within that 15-day time period, but that will also cost 1 credit.