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Universal Terms Of Service
PLEASE READ THIS UNIVERSAL TERMS OF SERVICE AGREEMENT CAREFULLY, AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES.
This universal terms of service agreement ("this agreement") is entered into by and between us, DEFYSE, and you, and is made effective as of the date of your first use of this website ("this site") or the date of electronic acceptance. This agreement sets forth the general terms and conditions of your use of this site and the products and services purchased or accessed through this site (individually and collectively, the "services"), and is in addition to (not in lieu of) any specific terms and conditions that apply to particular services.
Whether you are simply browsing or using this site to purchase services, your use of this site and your electronic acceptance of this agreement signifies that you have read, understood, acknowledged and agreed to be bound by this agreement, along with the following policies and the applicable product agreements, which are incorporated herein by reference.
The terms "we", "us" and "our" shall refer to DEFYSE. The terms "you" and "your" shall refer to any individual or entity who accepts this agreement, has access to your account or uses the services. Nothing in this agreement shall be deemed to confer any third-party rights or benefits.
We may, in our sole and absolute discretion, change or modify this agreement, and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to this site. Your use of this site or the services after such changes or modifications have been made shall constitute your acceptance of this agreement as last revised. If you do not agree to be bound by this agreement as last revised, do not use (or continue to use) this site or the services. In addition, we may occasionally notify you of changes or modifications to this agreement by email. It is therefore very important that you keep your shopper account ("account") information current. We assume no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate email address.
2. ELIGIBILITY; AUTHORITY
This site and the services are available only to users who can form legally binding contracts under applicable law. By using this site or the services, you represent and warrant that you are:
(i) at least eighteen (18) years of age;
(ii) otherwise recognised as being able to form legally binding contracts under applicable law; and
(iii) not a person barred from purchasing or receiving the services under the laws of the United States or other applicable jurisdiction.
If you are entering into this agreement on behalf of a corporate entity, you represent and warrant that you have the legal authority to bind such corporate entity to the terms and conditions contained in this agreement, in which case the terms "you" and "your" shall refer to such corporate entity. If, after your electronic acceptance of this agreement, we find that you do not have the legal authority to bind such corporate entity, you will be personally responsible for the obligations contained in this agreement, including, but not limited to, the payment obligations. We shall not be liable for any loss or damage resulting from our reliance on any instruction, notice, document or communication reasonably believed by us to be genuine and originating from an authorised representative of your corporate entity. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, we reserve the right to (but undertake no duty to) require additional authentication from you. You further agree to be bound by the terms of this agreement for transactions entered into by you, anyone acting as your agent and anyone who uses your account or the services, whether or not authorised by you.
3. ACCOUNTS; TRANSFER OF DATA ABROAD
In order to access some of the features of this site or use some of the services, you will have to create an account. You represent and warrant to us that all information you submit when you create your account is accurate, current and complete, and that you will keep your account information accurate, current and complete. If we have reason to believe that your account information is untrue, inaccurate, out of date or incomplete, we reserve the right, in our sole and absolute discretion, to suspend or terminate your account. You are solely responsible for the activity that occurs on your account, whether authorised by you or not, and you must keep your account information secure, including without limitation, your customer number/login, password, payment methods (as defined below), and shopper PIN. For security purposes, we recommend that you change your password and shopper PIN for each account at least once every six (6) months. You must notify us immediately of any breach of security or unauthorised use of your account. We will not be liable for any loss you incur due to any unauthorised use of your account. You, however, may be liable for any loss we or others incur in connection with your account, whether caused by you, or by an authorised person, or by an unauthorised person.
Transfer of data abroad
If you are visiting this site from a country other than the country in which our servers are located, your communications with us may result in the transfer of information (including your account information) across international boundaries. By visiting this site and communicating electronically with us, you consent to such transfers.
4. AVAILABILITY OF WEBSITE/SERVICES
Subject to the terms and conditions of this agreement and our other policies and procedures, we shall use commercially reasonable efforts to attempt to provide this site and the services twenty-four (24) hours a day, seven (7) days a week. You acknowledge and agree that from time to time this site may be inaccessible or inoperable for any reason including, but not limited to, equipment malfunctions; periodic maintenance, repairs or replacements that we undertake from time to time; or causes beyond our reasonable control or that are not reasonably foreseeable including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. You acknowledge and agree that we have no control over the availability of this site or the service on a continuous or uninterrupted basis, and that we assume no liability to you or any other party with regard thereto.
You acknowledge and agree that you have the necessary rights and permissions to share all information we need to provide the services. You acknowledge and agree that the services may be provided by independent contractors or third-party service providers.
5. GENERAL RULES OF CONDUCT
You acknowledge and agree the following.
Your use of this site and the services, including any content you submit, will comply with this agreement and all applicable local, state, national and international laws, rules and regulations.
You will not collect or harvest (or permit anyone else to collect or harvest) any user content (as defined below) or any non-public or personally identifiable information about another user, or any other person or entity, without their express prior written consent.
You will not use this site or the services in a manner (as determined by us in our sole and absolute discretion) that:
- is illegal, or promotes or encourages illegal activity;
- promotes, encourages or engages in child pornography or the exploitation of children;
- promotes, encourages or engages in terrorism or violence against people, animals, or property;
- promotes, encourages or engages in any spam or other unsolicited bulk email, or computer or network hacking or cracking;
- violates the Ryan Haight Online Pharmacy Consumer Protection Act of 2008 or similar legislation, or promotes, encourages or engages in the sale or distribution of prescription medication without a valid prescription;
- infringes the intellectual property rights of another user, or any other person or entity;
- violates the privacy or publicity rights of another user, or any other person or entity, or breaches any duty of confidentiality that you owe to another user, or any other person or entity;
- interferes with the operation of this site or the services found on it;
- contains or installs any viruses, worms, bugs, Trojan horses or other code, files or programs designed to, or capable of, disrupting, damaging or limiting the functionality of any software or hardware; or
- contains false or deceptive language, or unsubstantiated or comparative claims, regarding us or our services.
You will not copy or distribute, in any medium, any part of this site or the services, except where expressly authorised by us.
You will not modify or alter any part of this site, the services found on it, or the related technologies.
You will not access DEFYSE content (as defined below) or user content through any technology or means other than through this site itself, or as we may designate.
You will not re-sell or provide the services for a commercial purpose, including any of our related technologies, without our express prior written consent.
You agree to provide government-issued photo identification and/or government-issued business identification, as required for verification of identity, when requested.
You are aware that we may from time to time call you about your account, and that, for the purposes of any and all such calls, you do not have any reasonable expectation of privacy during those calls. Indeed, you hereby consent to allow us, in our sole discretion, to record the entirety of such calls regardless of whether we ask you during any particular call for consent to record such call. You further acknowledge and agree that, to the extent permitted by applicable law, any such recordings may be submitted as evidence in any legal proceedings in which we are a party.
We reserve the right to modify, change or discontinue any aspect of this site or the services including, without limitation, prices and fees for the same, at any time.
6. ADDITIONAL RESERVATION OF RIGHTS
We expressly reserve the right to deny, cancel, terminate, suspend, lock or modify access to (or control of) any account or services for any reason (as determined by us, in our sole and absolute discretion), including, but not limited to, the following.
To correct mistakes made by us in offering or delivering any services
To protect the integrity and stability of, and correct mistakes made by, any of our partners
To assist with our fraud and abuse detection and prevention efforts
To comply with court orders against you and any applicable local, state, national and international laws, rules and regulations
To comply with requests of law enforcement, including subpoena requests
To comply with any dispute resolution process
To defend any legal action or threatened legal action without consideration of whether such legal action or threatened legal action is eventually determined to be with or without merit
To avoid any civil or criminal liability on the part of us, our officers, directors, employees and agents, as well as our affiliates, including, but not limited to, instances where you have sued or threatened to sue us
We expressly reserve the right to review every account for excessive space and bandwidth utilisation, and to terminate or apply additional fees to those accounts that exceed allowed levels.
We expressly reserve the right to terminate, without notice to you, any and all services where, in our sole discretion, you are harassing or threatening us and/or any of our employees.
7. LINKS TO THIRD-PARTY WEBSITES
This site, and the services found on it, may contain links to third-party websites that are not owned or controlled by us. We assume no responsibility for the content, terms and conditions, privacy policies or practices of any third-party websites. In addition, we do not censor or edit the content of any
third-party websites. By using this site, or the services found on it, you expressly release us from any and all liability arising from your use of any third-party website.
Accordingly, we encourage you to be aware when you leave this site, or stop using the services found on it, and to review the terms and conditions, privacy policies and other governing documents of each other website that you may visit.
8. LIMITATION OF LIABILITY
In no event shall we, our officers, directors, employees and agents, and all third-party service providers, be liable to you or any other person or entity for any direct, indirect, incidental, special, punitive or consequential damages whatsoever, including any that may result from the following.
The accuracy, completeness or content of this site
The accuracy, completeness or content of any sites linked to this site (through hyperlinks, banner advertising or otherwise)
The services found on this site or any sites linked to this site (through hyperlinks, banner advertising or otherwise)
Personal injury or property damage of any nature whatsoever
Third-party conduct of any nature whatsoever
Any unauthorised access to or use of our servers and/or any and all content, personal information, financial information or other information and data stored thereon
Any interruption or cessation of services to or from this site or any sites linked to this site (through hyperlinks, banner advertising or otherwise)
Any viruses, worms, bugs, Trojan horses, or the like, which may be transmitted to or from this site or any sites linked to this site (through hyperlinks, banner advertising or otherwise)
Any user content or content that is defamatory, harassing, abusive, harmful to minors or any protected class, pornographic, X-rated, obscene or otherwise objectionable
Any loss or damage of any kind incurred as a result of your use of this site, or the services found on it, whether based on warranty, contract, tort or any other legal or equitable theory, and whether or not we are advised of the possibility of such damages
In addition, you specifically acknowledge and agree that any action arising out of or related to this site, or the services found on it, must be commenced within one (1) year after the cause of action accrues, otherwise such action shall be permanently barred.
In addition, you specifically acknowledge and agree that in no event shall our total aggregate liability exceed the total amount paid by you for the particular services that are the subject of the action.
The foregoing limitation of liability shall apply to the fullest extent permitted by law, and shall survive any termination or expiration of this agreement, or your use of this site or the services found on it.
9. FEES AND PAYMENTS
You acknowledge and agree that we may charge any and all prices and fees to your payment method.
9.1. GENERAL TERMS, INCLUDING AUTOMATIC-RENEWAL TERMS
You agree to pay any and all prices and fees due for services purchased or obtained from this site at the time you order the services. We expressly reserve the right to change or modify our prices and fees at any time, and such changes or modifications shall be posted on this site and be effective immediately without need for further notice to you. If you have purchased or obtained services for a period of months or years, changes or modifications in prices and fees shall be effective when the services in question come up for renewal, as further described below.
Except as prohibited in any product-specific agreement, you may pay for services by utilising any of the following payment methods.
By providing a valid credit card/debit card
Via an electronic cheque from your personal or business current account, as appropriate (and as defined in item 9.2. below)
By using PayPal (as defined in item 9.3. below)
For services that offer "Express Checkout", clicking the Express Checkout button will automatically place an order for that service and charge the primary payment method we have on file for your account. Confirmation of that order will be sent to the email address we have on file for your account. Your payment method we have on file must be kept valid if you have any active services in your account.
You acknowledge and agree that where refunds are issued to your payment method, our issuance of a refund receipt is only confirmation that we have submitted your refund to the payment method charged at the time of the original sale, and that we have absolutely no control over when the refund will be applied towards your payment method's available balance. You further acknowledge and agree that the payment provider, and/or the individual issuing bank associated with your payment method, establish and regulate the time frames for posting your refund, and that such refund-posting time frames may range from five (5) business days to a full billing cycle, or longer.
If you are being billed on a monthly basis, your monthly billing date will be based on the date of the month you purchased the services, unless that date falls after the 28th of the month, in which case your billing date will be the 28th of each month.
In order to ensure that you do not experience an interruption or loss of services, most services offer an automatic-renewal option. The automatic-renewal option automatically renews the applicable service for a renewal period equal in time to the most recent service period. While the details of the automatic-renewal option vary from service to service, the services that offer an automatic-renewal option treat it as the default setting. Therefore, unless you disable the automatic-renewal option, we will automatically renew the applicable service when it comes up for renewal, and will take payment from the payment method we have on file for you, at our then current rates, which you acknowledge and agree may be higher or lower than the rates for the original service period. You may enable or disable the automatic-renewal option at any time. However, should you elect to disable the automatic-renewal option, and you fail to manually renew your services before they expire, you may experience an interruption or loss of service, and we shall not be liable to you or any third party regarding the same.
In addition, we may participate in "recurring billing programs" or "account updater services" supported by your credit-card provider (and ultimately dependent on your bank's participation). If you are enrolled in an automatic-renewal option and we are unable to successfully charge your existing payment method, your credit-card provider (or your bank) may notify us of updates to your credit-card number and/or expiration date, or they may automatically charge your new credit card on our behalf without notification to us. In accordance with recurring billing program requirements, in the event that we are notified of an update to your credit-card number and/or expiration date, we will automatically update your payment profile on your behalf. We make no guarantees that we will request or receive updated credit-card information. You acknowledge and agree that it is your sole responsibility to modify and maintain your account settings, including, but not limited to:
(i) setting your renewal options; and
(ii) ensuring your associated payment methods are current and valid.
Further, you acknowledge and agree that your failure to do so may result in the interruption or loss of services, and we shall not be liable to you or any third party regarding the same.
If for any reason we are unable to charge your payment method for the full amount owed for the services provided, or if we receive notification of a chargeback, reversal or payment dispute, or are charged a penalty for any fee we previously charged to your payment method, you agree that we may pursue all available lawful remedies in order to obtain payment, including, but not limited to, immediate cancellation, without notice to you, of any services registered or renewed on your behalf. We also reserve the right to charge you reasonable administrative fees or processing fees for:
(i) tasks we may perform outside the normal scope of our services;
(ii) additional time and/or costs we may incur in providing our services; and/or
(iii) your non-compliance with this agreement (as determined by us in our sole and absolute discretion).
Typical administrative or processing fee scenarios include, but are not limited to:
(i) customer service issues that require additional personal time or attention; and
(ii) recouping any and all costs and fees, including the cost of services, incurred by us as a result of chargebacks or other payment disputes brought by you, your bank or payment-method processor.
These administrative fees or processing fees will be charged to the payment method we have on file for you.
We may offer product-level pricing in various currencies. However, transaction processing is supported only in HKD (Hong Kong dollars) and a select number of currency options, as displayed on this site ("supported currency" or "supported currencies"). If the currency selected is a supported currency, the transaction will be processed in the supported currency and the pricing displayed during the checkout process will be the actual amount processed and submitted to your bank for payment. If the currency selected is not a supported currency, the transaction will be processed in US dollars and the pricing displayed during the checkout process will be an estimated conversion price at the time of purchase. In either case (whether the currency selected is a supported currency or not), if the transaction is processed in a currency that differs from the currency of your bank account, you may be charged
exchange-rate conversion fees by your bank. In addition, due to time differences between:
(i) the time you complete the checkout process;
(ii) the time the transaction is processed; and
(iii) the time the transaction posts to your bank statement;
the conversion rates may fluctuate.
We make no representations or warranties that:
(a) the amount submitted to your bank for payment will be the same as the amount posted to your bank statement (in the case of a supported currency); or
(b) the estimated conversion price will be the same as either the amount processed or the amount posted to your bank statement (in the case of a
non-supported currency), and you agree to waive any and all claims based upon such discrepancies (including any and all claims for a refund based on the foregoing).
In addition, regardless of the selected currency, you acknowledge and agree that you may be charged Value Added Tax ("VAT"), Goods and Services Tax ("GST"), or other local fees and/or taxes, based on your bank and/or the country indicated in your billing address.
Refund policy: Our company is committed to customer satisfaction, and therefore, we have a refund policy in place. If clients are not satisfied with the services provided or change their minds and do not wish to proceed with the order, they can request a refund. To request a refund, customers must contact our support team, and the refund will be processed and issued back to the client’s payment method. The conditions and deadlines for making the refund will depend on each case and are clearly negotiated in the service contract with clients. However, refunds will only be issued for services that have not been completed. This refund policy is subject to change at any time without prior notice, and by using our services, clients agree to our refund policy as a part of our Terms & Conditions.
9.2. PAY BY CHEQUE (ELECTRONIC CHEQUE)
By using our pay-by-cheque option ("Pay By Cheque"), you can purchase our services using an electronic cheque (from your personal or business current account, as appropriate). In connection therewith, you agree to allow us to debit the full amount of your purchase from your current account.
It is your responsibility to keep your current account valid and funded. You acknowledge and agree that:
(i) we reserve the right to decline a transaction for any reason (including, but not limited to, payments that fail to go through as a result of your current account no longer existing or not holding available/sufficient funds); and
(ii) in such event, we shall be liable to you or any third party regarding the same.
If for any reason we are unable to withdraw the full amount owed for the services provided, you agree that we may pursue all available lawful remedies in order to obtain payment.
9.3. PAY BY PAYPAL
By using our pay-by-PayPal payment option ("PayPal"), you can purchase services using PayPal. In connection therewith, you agree to allow PayPal to debit the full amount of your purchase from your PayPal account ("PayPal account") or from credit cards, bank accounts or other allowed payment methods linked to your PayPal account ("PayPal funding source").
It is your responsibility to keep your PayPal account and PayPal funding source valid and funded, and backed by a valid credit card. You acknowledge and agree that:
(i) PayPal reserves the right to decline a transaction for any reason (including, but not limited to, payments that fail to go through as a result of your PayPal account or PayPal funding source no longer existing or not holding available/sufficient funds); and
(ii) in such event, neither PayPal nor we shall be liable to you or any third party regarding the same.
If for any reason PayPal is unable to withdraw the full amount owed for your purchase, you agree that PayPal and we may pursue all available lawful remedies in order to obtain payment. You agree that if the transaction is returned unpaid, you will pay a service charge of US$25.00 or the maximum amount allowed by law, which may be debited from your PayPal account or PayPal funding source.
By clicking the box labelled "I agree", or "Process to Payment", after the terms of the PayPal payment option, you authorise a debit of the full amount of your purchase to be taken from your PayPal account or PayPal funding source.
9.4. DEPOSIT AND AUTHORISED FUND PAYMENT
At the beginning, we will only collect 1 USD of the total service fee as a deposit for your order. The remainder of the service fee will be captured when the full service is delivered. This remaining service fee needs to be authorised, and we will request an electronic authorisation from the cardholder's issuing bank.
If you pay by PayPal account, the remainder of the service fee will be charged to your credit/debit card.
We can re-authorise your credit card if you order extra services from us.
You are fully responsible for making sure your credit/debit card can cover the remaining fee. If your credit-/debit-card account does not have sufficient funds, the service may be delayed.
After receiving the sale order and purchase order, the financial team/department will fully authorise the service fee for your order from your credit/debit card to guarantee the payment will be done. If the credit in your account is not enough, after 15 calendar days, we will not refund.
We will refund the full deposit to you within 7 days if we cannot provide/deliver the services.
9.5. CURRENCY CONVERSION
We use USD (US dollar) as the list price for all our services.
Complying with Government requirement, the price of services and products must be converted into HKD (Hong Kong dollar) for any payment made by credit card and SGD (Singapore dollar) for any payment by PayPal with a credit card.
For transactions involving a currency conversion, rates are derived from the mid-market rate, which is the midpoint between the "buy" and "sell" rates from global currency markets (exchange rate fixed at 1USD = 7.8 HKD and 1USD = 1.45 SGD).
See the mid-market rate at https://finance.yahoo.com/currency-converter/#from=USD;to=HKD;amt=1 and https://finance.yahoo.com/currency-converter/#from=USD;to=SGD;amt=1.
The rate may differ due to currency conversion with your local currency.
Your credit-card statement might show HKD (Hong Kong dollar) or SGD (Singapore dollar), depending on the payment method you selected.
This term applies only to the credit-card payment option, not for other options like PayPal account or wire transfer/telephonetransfer.
You agree to protect, defend, indemnify and hold harmless us, and our officers, directors, employees, agents and third-party service providers, from and against any and all claims, demands, costs, expenses, losses, liabilities and damages of every kind and nature (including, without limitation, reasonable attorney’s fees) imposed upon or incurred by us directly or indirectly arising from:
(i) your use of and access to this site or the services found on it;
(ii) your violation of any provision of this agreement or the policies or agreements which are incorporated herein; and/or
(iii) your violation of any third-party right, including, without limitation, any intellectual-property or other proprietary right.
The indemnification obligations under this section shall survive any termination or expiration of this agreement, or your use of this site or the services found on it.
11. SUCCESSORS AND ASSIGNEES
This agreement shall be binding upon, and enure to the benefit of, the parties hereto and their respective heirs, successors and assignees.
12. NO THIRD-PARTY BENEFICIARIES
Nothing in this agreement shall be deemed to confer any third-party rights or benefits.
13. COMPLIANCE WITH LOCAL LAWS
We make no representation or warranty that the content available on this site, or the services found on it, are appropriate in every country or jurisdiction; and access to this site, or the services found on it, from countries or jurisdictions where its content is illegal, is prohibited. Users who choose to access this site, or the services found on it, are responsible for compliance with all local laws, rules and regulations.
14. TITLES AND HEADINGS; INDEPENDENT COVENANTS; SEVERABILITY
The titles and headings of this agreement are for convenience and ease of reference only, and shall not be utilised in any way to construe or interpret the agreement of the parties other than as set forth herein. Each covenant and agreement in this agreement shall be construed for all purposes to be a separate and independent covenant or agreement. If a court of competent jurisdiction holds any provision (or portion of a provision) of this agreement to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of this agreement shall not be affected thereby, and shall be found to be valid and enforceable to the fullest extent permitted by law.
15. FORWARDING OF MAIL; DEFYSE'S BUSINESS ADDRESS
Under no circumstances are You to list an DEFYSE address as Your business address. In the event you list DEFYSE’s address as the business address for you or one of the entities on Your Account, DEFYSE reserves the right to terminate service for the Account, or resign as registered agent for any Entity on the Account, and You shall not be entitled to any refund. Additionally, You agree that the cost of any such resignation shall be Your responsibility. You agree to hold harmless and indemnify DEFYSE for any costs or damages related to Your unauthorized use of an DEFYSE address as your business address.
16. RESELLER PROVISIONS
If You resell certain Services offered by DEFYSE to Your own clients (each, a “Client”, and collectively, the “Clients”), You understand and acknowledge that any charges, fees or late fees incurred on the Account, or any successor account, shall be Your responsibility, as the Account holder. You acknowledge and agree that nonpayment of any fees or charges by a Client to You shall not relieve You of the obligation to maintain the Account, or any successor account, in good standing. If You wish to cause DEFYSE to resign as registered agent for an Entity (as hereinafter defined), You shall be responsible for any resignation fees incurred in the transaction. “Entity” means any entity that is linked to the Account.
Additionally, in the event You allow the Account to become past due, abandon the Account, or fail to respond to any communication from DEFYSE, You acknowledge and agree that DEFYSE has the right to: i) contact the Clients, and request they set up their own account(s) directly with DEFYSE, ii) if contacted by a Client, or upon request of a Client, create a new account for the Client directly with DEFYSE, or iii) resign as registered agent. If DEFYSE elects to resign, You acknowledge that You shall be responsible for any resignation fees (in addition to any past due balances on the Account).
You agree to provide DEFYSE with any Client or Entity information DEFYSE deems necessary to be in compliance with the requirements of a registered agent under applicable state law. If You, upon request from DEFYSE, fail or refuse to provide DEFYSE with any requested information of a Client or Entity, You hereby agree to hold harmless and indemnify DEFYSE to the fullest extent permitted by law for any damages, fines or losses incurred as a result of Your failure to provide DEFYSE with the requested information. Further, DEFYSE reserves the right to resign as registered agent for Your failure to provide the requested information. If DEFYSE elects to resign, You acknowledge that You shall be responsible for any resignation fees (in addition to any past due balances on the Account).
17. REGISTERED AGENT SERVICES; DISCONTINUING/CANCELING REGISTERED AGENT SERVICES
Any Official Document (as defined below) filed by You naming DEFYSE as Your registered agent must state DEFYSE's full corporate name in the name form provided, -e.g. "DEFYSE Limited", "DEFYSE Pte. Ltd" or other form, as the case may be, including all punctuation as provided at time of order. If You prepare and file an Official Document naming DEFYSE as Your registered agent without using DEFYSE's full corporate name and/or using the correct name form for that jurisdiction, DEFYSE cannot guarantee that registered agent services can or will be performed on Your behalf. DEFYSE DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR YOUR FAILURE TO CORRECTLY FORMAT DEFYSE'S NAME WHEN ASSIGNING AS REGISTERED AGENT. You hereby acknowledge and agree that You are responsible for any fees associated with amending any Official Document to correctly name DEFYSE as Your registered agent with the correct name form.
You hereby acknowledge and agree that in the event (a) Your business entity voluntarily or involuntarily discontinues business operations in a jurisdiction where DEFYSE provides registered agent services; (b) You wish to abandon Your business entity; or (c) You wish to discontinue DEFYSE's registered agent services, You will satisfy at least one of the following cancellation conditions (collectively, "Cancellation Conditions"):
- The business entity must be voluntarily, judicially or administratively dissolved, withdrawn, cancelled or otherwise terminated in that jurisdiction; or
- The business entity must assign another registered agent in said jurisdiction; or
- The business entity must resign DEFYSE as registered agent in said jurisdiction and pay any document preparation fees (if DEFYSE prepares the documents), as well as all filing fees related to same.
The business entity must have DEFYSE removed as the registered agent with all state government agencies in which the business entity requested that DEFYSE be appointed for acceptance of service of process. If, after exhausting reasonable efforts, the business entity cannot obtain sufficient documentation to evidence that DEFYSE has been removed as registered agent, and/or adequate proof is not attainable, the business entity must fill out and sign the Cancellation Certification. However, this provision does not apply to any listing of DEFYSE as registered agent with any secretary of state, and You may not use the Cancellation Certification to certify that DEFYSE has been removed as Registered Agent with any secretary of state pursuant to the requirements of this section. You hereby acknowledge and agree that if You do not satisfy at least one of the Cancellation Conditions before the date Your annual registered agent service fee is due, DEFYSE shall continue to act as registered agent in connection with that business entity, and You will continue to incur fees and late penalties (if any) in connection with such services. If, thereafter, You satisfy one of the Cancellation Conditions, You will not be entitled to a pro-rata refund. Further, You acknowledge and agree that if You have not met one of the Cancellation Conditions or You have not paid an annual registered agent service fee by its due date, DEFYSE may, in its sole discretion, charge You the then current registered agent service fee and any applicable tax or other charges to the payment method You provided during registration or in subsequent Account payments. Additionally, if the Account is in delinquent status or the entity is defunct, any Account contacts, including, but not limited to the Account primary contact and entity officers and/or directors shall be responsible for the payment of the Account. Upon cancellation, You agree to have DEFYSE removed as registered agent with any agencies in which You or Your registered entity have requested that DEFYSE be appointed for acceptance of service of process (the "Agencies"). You agree to provide DEFYSE with documentation sufficient to evidence that DEFYSE has been removed as registered agent for You or Your registered entity with the Agencies. You must provide such documentation prior to satisfying the Cancellation Conditions for discontinuing registered agent services set forth in this Section. You acknowledge that Your failure to provide the documentation required under this paragraph will result in a delay of Your satisfaction of the Cancellation Conditions. If, despite reasonable efforts, You cannot obtain sufficient documentation to evidence that DEFYSE has been removed as registered agent for You or Your registered entity, You may elect to sign the Cancellation Certification. You acknowledge that Your execution of the Cancellation Certification shall have the same effect as providing documentation under the previous paragraph and shall release DEFYSE of all liability to You or Your registered entity occurring after the date of the Cancellation Certification (the "Effective Date") regarding service of process and any other services provided for under this Agreement. However, this provision does not apply to any listing of DEFYSE. as registered agent with any secretary of state, and You may not use the Cancellation Certification to certify that DEFYSE has been removed as registered agent with any secretary of state. You acknowledge that upon completion of the obligations in this Section, You accept full responsibility for any service of process documents that are issued to or served on DEFYSE as registered agent for You or Your registered entity. In addition to all limitations of liability contained in this Agreement, You hereby release DEFYSE of all liability to You or Your registered entity occurring after the Effective Date regarding service of process and any other services provided for under this Agreement.
18. CHANGE AGENT POLICY
If client cancels service with DEFYSE, client agrees to provide DEFYSE 60 days notice, and fill out the proper paperwork to dissolve its entity, withdraw from local authority, or change its registered agent on clients own. DEFYSE to file the paperwork for you for 299 USD for dissolution plus government fees, from 299 USD to 599 USD for change of registered agent plus government fees depend on Jurisdiction which your company incorporated.
If client is completely unresponsive, DEFYSE will file a resignation of agent after your bill is 30 days overdue. You will be charged the state filing fees for the resignation if there are any, our resignation of agent fee from 299 USD to 599 USD (not including outstanding fee which you not yet paid for previous years, penalty, annual fee from local authority where your company incorporated), for late fees will depend on authority of your company incorporated, the prorated monthly registered agent fee rate for the time period we are still acting as agent for you, and the bill will be turned over to a collection company with their additional legally collectable collection fees.
19. TERMINATION OF REGISTERED AGENT
IN THE EVENT DEFYSE TERMINATES THIS AGREEMENT, AND ANY SERVICES, AS A RESULT OF YOUR BREACH OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO NONPAYMENT OF ANY FEES, YOU AGREE TO BE RESPONSIBLE FOR AND/OR REIMBURSE DEFYSE FOR THE COST OF RESIGNING AS THE REGISTERED AGENT OF ANY OF YOUR ENTITIES.
20. TAXES, REPORTING AND LEGAL RESPONSIBILITIES
You are solely responsible for satisfying all tax, reporting and legal responsibilities, including but not limited to income tax, payroll tax, payroll withholding, sales and use tax, governmental reporting and other legal requirements under applicable law.
21. CONTACT US
If you have any questions, please contact us by email or regular mail at the following address:
Email: [email protected]