PLEASE READ THESE GLOBAL TERMS AND CONDITIONS CAREFULLY BEFORE ENGAGING OUR SERVICES.
These Global Terms and Conditions (“Global Terms”, or “Terms”) govern the provision of all services provided by Cogency Global Inc., its subsidiaries, and affiliates (collectively, “Cogency Global,” “we,” “us,” or “our”), including but not limited to registered agent services, annual report compliance services, and incorporation services (individually and collectively, the “Services”).
These Global Terms do not govern your use of Cogency Global’s online platforms or applications (e.g., Entity Central), which are subject to separate terms and conditions presented upon access to those platforms. In addition, services provided by Tax Guard, LLC and Elemental CoSec Limited, including but not limited to tax compliance monitoring and tax resolution services, are governed exclusively by separate engagement terms and conditions presented in connection with those services. These Global Terms shall not apply to such services.
By engaging us for, ordering, or using any of our Services, you (“Client,” “you,” or “your”) acknowledge that you have read, understood, and agree to be bound by these Global Terms and any applicable Service-Specific Addenda. If you are using the Services on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. If you do not agree to all of these Terms, you must not engage our Services.
We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on our website with a new “Last Updated” date. Your continued use of any Services after such changes constitutes your acceptance of the new Terms.
1. General Provisions for All Services
1.1. Your Responsibilities.
You are solely responsible for: (a) determining the scope and adequacy of any Service requested; (b) the accuracy, quality, and legality of any documents, information, or data you provide to us (“Client Data”); and (c) reviewing all data we provide for your confirmation or correction within any specified timeframe. Failure to provide accurate, complete, and timely information when placing an order may result in delays, non-filing, or other adverse consequences for which we are not liable. By requesting services, updates, or modifications for any entity, you represent and warrant that you own or have the explicit legal authority to authorize changes for such entity.
1.2. No Professional Advice.
The Services are administrative and compliance-focused; they do not constitute the practice of law, certified accounting, or strategic tax advisory services. Because we do not render formal legal or tax opinions, you should consult with your own qualified professionals for advice specific to your situation.
1.3. Fees and Payment.
You agree to pay all applicable fees for the Services as described in your service order, invoice, or fee schedule. Fees are due within thirty (30) days of the invoice date, unless otherwise agreed. Failure to pay undisputed fees when due constitutes a material breach of these Terms. You are also responsible for all third-party disbursements, jurisdictional filing fees, and taxes associated with your Services. All services described herein are subject to termination for any outstanding invoice deemed to be significantly in arrears. To the extent you use a third-party payment processor, you will provide a contact within your organization that can assist Cogency Global’s accounting department to comply with third-party payment inquiries or compliance requests. Cogency Global maintains industry standard professional and cyber risk insurance. Upon request, Cogency Global will provide you with a copy of its applicable certificate of insurance. Cogency Global will not add clients as additional insureds under these policies.
1.4. Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COGENCY GLOBAL, ITS DIRECTORS, OFFICERS, OR EMPLOYEES BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA, ARISING OUT OF OR RELATING TO THE PROVISION OF THE SERVICES. UNDER NO CIRCUMSTANCES WILL COGENCY GLOBAL’S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS, DAMAGES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO COGENCY GLOBAL FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.
1.5. Disclaimer of Warranties.
ALL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. COGENCY GLOBAL EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
1.6. Indemnification.
You agree to defend, indemnify, and hold harmless Cogency Global, its affiliates, and its and their respective officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from: (a) your breach of any of these Terms; (b) your violation of any third-party right based on the Client Data you provide; or (c) any claims arising from your failure to provide accurate, complete, or timely information.
1.7. Termination.
Either party may terminate the provision of Services upon written notice. Termination does not relieve you of your obligation to pay for Services rendered or filings initiated prior to termination. Provisions that by their nature should survive termination (including, but not limited to, payment obligations, limitations of liability, and indemnification) will survive.
1.8. Governing Law and Jurisdiction.
These Global Terms and any dispute arising from the provision of the Services shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Any legal suit, action, or proceeding arising out of or related to these Terms or the Services shall be instituted exclusively in the federal or state courts located in Delaware, and you consent to the personal jurisdiction of such courts.
1.9. Compliance with Laws.
You represent and warrant that you will comply with all applicable laws and regulations in your use of the Services. You further represent that you, and any entities on whose behalf you act, are not persons or entities subject to economic or trade sanctions that would prohibit us from providing the Services.
1.10. Confidentiality.
We or you (the “Disclosing Party”) may disclose or make available to the other party (the “Receiving Party”) information about its business affairs, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information shall not include information that, at the time of disclosure: (i) was in the public domain when disclosed; (ii) enters the public domain after disclosure, other than as a result of the Receiving Party’s violation of these Terms; (iii) was in the Receiving Party’s possession when disclosed and was not acquired directly or indirectly from the Disclosing Party; (iv) is shown by written evidence to have been developed by the Receiving Party independently after disclosure without benefit of the Confidential Information; or (v) was received after disclosure from a third party who did not require it to be held in confidence and who did not acquire it directly or indirectly from the Disclosing Party. To the extent permitted by law, Receiving Party will notify the Disclosing Party where disclosure of Confidential Information is required by any judicial order or decree or by any governmental law or regulation, provided that the Receiving Party provides timely notice to the Disclosing Party to permit the Disclosing Party to challenge or limit the disclosure.
The Receiving Party shall: (i) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (ii) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under these Terms; and (iii) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s employees, agents, representatives, and/or subcontractors who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations herein.
1.11. Order of Precedence.
Except as otherwise expressly set forth in an applicable Service-Specific Addendum, in the event of any direct conflict or inconsistency between these Global Terms (including any Addenda hereto) and the terms of a separate, validly executed written master services agreement, end user license agreement (EULA), or client agreement between Cogency Global (or its applicable subsidiary/affiliate) and the Client, the terms of such specific client agreement shall control solely with respect to that conflict.
1.12. Data Privacy.
By engaging Cogency Global or its subsidiaries, ordering, or otherwise utilizing the Services, you acknowledge and agree that we will collect, process, store, and share personal information and transactional data in accordance with our Global Privacy Policy, available at https://www.cogencyglobal.com/privacy-policy. Your use of any Services is expressly subject to the data protection practices, disclosure parameters, and jurisdictional privacy frameworks set forth in that policy, which is incorporated herein by reference.
2. Service-Specific Addenda
The following addenda apply in addition to the Global Terms when you order the specific services described below.
Addendum A: Registered Agent and Annual Report Compliance Services
2.A.1. Registered Agent Services.
a. Scope of Services. Cogency Global provides registered agent services in the jurisdiction(s) identified by you, in accordance with applicable laws and regulations (“Registered Agent Services”). Registered Agent Services shall include the receiving and forwarding of legal process and official correspondence on your behalf as required by the identified jurisdiction(s).
b. Delivery of Documents. Time-sensitive service of process (“SOP”), plus any official correspondence such as annual report, franchise fee, and/or tax notices, will be made available to you and forwarded via email promptly after receipt. All SOP and official correspondence are delivered electronically. Physical copies of SOP will be destroyed no earlier than seven business days from the date of receipt.
c. Industry Restrictions. If your industry prohibits the electronic delivery of SOP, we will provide an email notification that SOP has been received and is available for your access. Courier and additional service fees may apply to documents that cannot be electronically delivered.
d. Address Use. You agree that you will not utilize the registered agent addresses provided by us as a general mailing or principal place of business address. If we become aware that our address is being used beyond the scope of these Global Terms, you hereby agree to take all necessary steps to update the address within 10 days. Failure to comply and document your compliance within this timeframe will result in Cogency Global terminating the services.
e. Change of Agent Services. We shall prepare and file necessary documents to effect a change of agent. We will absorb any associated state fees for this service within the U.S. Variable pricing and additional fees may apply for jurisdictions outside the U.S., including U.S. territories. We cannot effect a change of agent for an entity that is not in good standing within the jurisdiction requested.
2.A.2. Annual Report Compliance Services.
a. Scope of Services. When engaged for these services, we will provide compliance services in the jurisdiction(s) identified by you (“Annual Report Compliance Services”). Annual Report Compliance Services shall include the preparation and filing of annual and/or periodic reports on your behalf on or before the applicable due dates as required by the identified jurisdiction(s).
b. Limitations. We shall prepare and file the necessary documents to effect such filings; however, we shall not prepare annual reports that require computation or reporting of tax information. Our annual report compliance team will identify any reports that may require coordination with your tax professionals.
c. Client Responsibilities and Activation. Until completion of a comprehensive compliance audit conducted by us, the filing of annual reports shall remain your sole responsibility. You shall be responsible for all jurisdictional fees and any other costs associated with such filings. Prior to activating compliance services for any new registered agent appointment, we will review the appointment for accuracy and completeness. Compliance services will only be activated upon confirmation of these details.
d. Data Review and Filing. We will provide you with a listing of due reports and the data necessary for filing. You shall review and confirm or correct all data within fourteen (14) days of receipt. If confirmation or correction is not received within this timeframe, reports will be filed using the most recently provided data. If required data is missing, we will issue a follow-up request. If no response is received within one (1) week of a report’s due date, we reserve the right not to file the report on your behalf.
2.A.3. Term and Renewal.
Registered Agent Services and Annual Report Compliance Services are provided on an annual basis and will automatically renew for successive one-year terms unless terminated by either party with written notice.
2.A.4. Service-Specific Limitations.
We are not liable for preparing or filing reports that require tax computation or accounting input, for penalties, late fees, or adverse consequences arising from your failure to provide accurate or timely information, or for any jurisdictional delays, rejections, or actions beyond our reasonable control.
Addendum B: Process Agent Services
2.B.1. Process Agent Services.
The provisions of this Addendum B apply additionally to any client engaging Cogency Global (or its affiliates) for the private appointment of agent for service of process services (“Process Agent Appointment” or “Process Agent Services”) in connection with an executed Appointment of Agent for Service of Process Agreement (“Process Agent Agreement”).
2.B.2. Scope of Process Agent Services.
Cogency’s duties under an executed Process Agent Agreement and any related Operative Agreements (as defined in the relevant Process Agent Agreement) are strictly limited to receiving and forwarding legal process served during the Appointment Term of the relevant Process Agent Agreement.
2.B.3. Irrevocability.
Unless explicitly terminated by Cogency due to the client’s non-payment of agreed fees, an accepted Process Agent Appointment is irrevocable and unconditional during the agreed Appointment Term.
2.B.4. Delivery of Legal Process.
Upon receipt of legal process, Cogency shall promptly provide an electronic copy by email to the contact identified on Schedule I. Upon request, Cogency will forward the original documents by a recognized international express courier service.
2.B.5. Delivery Contingencies. Each Appointing Party (as defined in the relevant Appointment Agreement) must provide a completed Schedule I and immediately notify Cogency in writing of any changes to its contact information. If Cogency is unable to deliver legal process due to a failure by the Client to maintain updated contact records, Cogency shall use commercially reasonable efforts to locate the Appointing Party. If such efforts are unsuccessful, Cogency shall have no liability for any legal defaults, tax or regulatory penalties, losses, or expenses resulting from its inability to locate the party or deliver the legal process.