Visitor.us Services Agreement
This Visitor.us Services Agreement (“Agreement
”)is made on the Effective Date by and between Visitor.us LLC, a Montana limited liability company (“Visitor.us
”) and Customer for the purposes of retaining Visitor.us to provide the services set forth below. Visitor.us and Customer may be referred together collectively as the “Parties
”or each individually as a “Party
” to this Agreement.In consideration of the mutual promises and covenants contained herein, the adequacy of which is acknowledged, and upon the terms and conditions set forth in this Agreement, the Parties agree as follows.
1. Appointment. Customer retains Visitor.us to provide theIncorporation Services, Registered Agent Services, and Vehicle RegistrationServices (defined below) to Customer and Visitor.us agrees to provide theRegistered Agent Services and Incorporation Services to Customer. (The Incorporation Services, Registered AgentServices, and Vehicle Registration Services are collectively the “Services”.)
2.1. Incorporation. Visitor.us will provide Customer with the following incorporation services (“Incorporation Services
2.1.1. Provide Company name and confirm availability of Company name with the Montana Secretary of State Montana Business Search database. 2.1.2. Prepare and provide Customer with and Operating Agreement and Articles of Formation (“Articles
”)to form a single member, limited liability company (“Company”
) in the state of Montana, pursuant to the MontanaLimited Liability Company Act (“Act
2.1.3. Upon approval of Articles by Customer, Visitor.us will file the Articles with the Montana Secretary of State.
2.1.4. Upon Customer’s request and authorization, Visitor.us will legally dissolve the Company. Customer may also specify dissolution of the Company in the Company’s Articles orOperating Agreement.
2.2. Registered Agent. Visitor.us will provide Customer the following registered agent services (“Registered Agent Services
2.2.1. Providing a physical location in the state of Montana to serve as Customer’s registered office (the “Registered Office
2.2.2. Serving as Customer’s registered agent (“Registered Agent
”) in the state ofMontana to accept service of process, notice, or demand upon Customer as required or permitted by law.
2.2.3. Opening of envelopes, letters, other packages, or mail items received by Visitor.us at the Registered Office in its capacity as RegisteredAgent for Customer, and forwarding such items as set forth in Section 2.2.4, below.
2.2.4. Subject to limitations stated in Section
2.2.5, below, Visitor.us will forward to Customer the items received by Visitor.us at the Registered Office in its capacity as Registered Agent for Customer. Items which may be scanned will be reduced to an electronic PDF file and forwarded to Customer by email to Customer Email. Any item that cannot be reduced to PDF will be mailed to Customer via Federal Express or other qualified international carrier to Customer Address. An item will be deemed to have been timely forwarded to Customer if it is sent within two (2) business days after Visitor.us’ receipt of the item. If Customer has elected to use an email forwarding method only, Customer agrees and understands that Visitor.us will have no obligation to physically send an item to Customer. Notwithstanding Customer’s election to receive items by email, in lieu of forwarding an item by email, Visitor.us shall have the option (but not the obligation) to forward an item to Customer’sAddress. This option may be exercised by Visitor.us in its sole discretion without any notice.
2.2.5. VISITOR.US IS UNDER NO OBLIGATION TO FORWARD JUNK MAIL,INCLUDING CREDIT CARD APPLICATIONS, ADVERTISING FLYERS, COUPONS, AND RELATED SOLICITATIONS TO CUSTOMER. Customer agrees and acknowledges that Visitor.us may discard all such items in its capacity as Customer’s Registered Agent.
2.3. Vehicle Registration. Visitor.us will provide vehicle titling and registration services forCustomer at the Motor Vehicle Division of the state of Montana (“Vehicle Registration Services
”). Customer’s vehicle will be registered by Visitor.us in Gallatin County, Montana.
3. Customer’s Duties and Obligations.
3.1. Review of Articles. Customer will complete any required information for the Articles, and have the same reviewed by independent legal counsel of Customer. Once approved, Customer will request Visitor.us to file the Articles with the Montana Secretary of State.
3.2. Contact Information
. It is the obligation of Customer to maintain accurate and up to date contact information, including Customer Email andCustomer Address. Visitor.us is not responsible for failure to provide Services due to incorrect or expiredCustomer contact information. If Visitor.us receives two or more returned or rejected mail items, either from the CustomerEmail or Customer Address, without any forwarding address information forCustomer, Visitor.us may immediately and unilaterally terminate this Agreement and withdraw as Registered Agent for Customer. Upon such termination, Visitor.us shall have no continuing obligation to Customer; nor will Visitor.us owe Customer any refund of fees.
3.3. Permission to Sign and Open Mail. Customer hereby consents and grants permission to Visitor.us to (a) sign for receipt on behalf of Customer those documents served on Customer that require signature, (b) open the envelopes or other packaging for the items received by Visitor.us in its capacity as Registered Agent for Company (including all service of process, notices or demands), and (c) electronically scan and forward the same by email, by United States mail, or by other qualified international carrier, as provided in this Agreement. Email deliveries will be sent by Visitor.us to the Customer Email. Customer is solely responsibility for maintaining the security and privacy of its computers and the Customer Email ,and bears all risks arising from access by individuals to Customer’s computers and/or email.
3.4. Vehicle Registration. Customer authorizes Visitor.us to act as Customer’s agent to execute theCustomer’s vehicle registration, submit or deliver the necessary paperwork to the county treasurer’s office to register Customer’s vehicle, and to collect the Customer’s license plates, registration, and title for forwarding toCustomer. Customer acknowledges that such authority for Visitor.us will require the execution of a separate, limited, Durable Power of Attorney which will be provided to Customer by Visitor.us.
3.5. Insurance. Customer will maintain automobile insurance in accordance with the laws and requirements of the states he/she is traveling through at all times during the Term of this Agreement.
3.6. Payment of Third Party Costs. Customer accepts and acknowledges it will pay all third party or governmental costs associated with entity formation, vehicle registration, vehicle sales tax, and other related fees, except as otherwise noted herein.
3.7. Assistance. Customer agrees to execute and deliver any documents that Visitor.us may reasonably request to fulfill Visitor.us’s obligations under thisAgreement. Customer hereby appoints Visitor.us as Customer’s attorney-in-fact to execute documents on Customer’s behalf solely for these purposes.
3.8. No Representation Beyond Scope of this Agreement. Customer accepts and acknowledges that Visitor.us is not a law firm, and is not providing legal, tax, insurance, licensing or other professional services not otherwise explicitly included in thisAgreement.
4.1.1. Payment. Fees due to Visitor.us for the Services provided herein will be calculated and paid at the time of Customer’s checkout on the Visitor.us website.
4.1.2. USD. All fees due to Visitor.us will be made in United States Dollars (USD).
4.1.3. Taxes. Visitor.us will pay applicable taxes resulting from the performance of its services under this Agreement, including the Gallatin County Option Tax. Customer is responsible for remitting all taxes related to the formation of Company, and the purchase, sale, and/or registration of any motor vehicle, including income tax, business and occupation tax, and sales tax.
5. Confidential Information. The parties agree that all commercial ,financial, personal, and otherwise proprietary or sensitive information provided hereunder by one party (the “Discloser
”) to the other party (the “Receiver”) is the property of the Discloser and will be used only for purposes of performance of this Agreement, shall be kept confidential by the Receiver using the same standard of care as Receiver uses to protect its own similar confidential information, and shall not be sold, given or disclosed in any manner to any third party by the Receiver. The obligations under the preceding sentence do not apply to information which: (a)was previously known to the Receiver free of any obligation to keep it confidential; or (b) is or becomes publicly available by any means or medium other than unauthorized disclosure; or (c) is independently developed by theReceiver; or (d) is disclosed to third parties by the Discloser without restriction; (e) is received from a third party whose disclosure would not violate any confidentiality obligation; or (f) is required to be disclosed by applicable law or by a subpoena or other order of a court of competent jurisdiction.
5.1. Injunctive Relief. Recipient agrees that breach of this Section 5 would cause Discloser irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, Discloser will be entitled to injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security.
5.2. Retention of Rights. This Agreement does not transfer ownership of Confidential Information or grant a license thereto. Discloser will retain all right, title, and interest in and to all Confidential Information.
5.3. GDPR Compliance – European Union Customers
. Customer’s personal information and data is required to complete the entity formation, vehicle registration, and other services related thereto, and Visitor.us will only useCustomer’s personal information and data as necessary to meet its obligations to Customer under this Agreement. Visitor.us may be required to share Customer’s personal information with certain third parties, including the Secretary of State for the State of Montana, the MotorVehicle Division of the State of Montana, and vehicle buyers and sellers. Visitor.us will not sell, distribute or otherwise exploit Customer’s personal information. If Customer wishes to withdraw its consent for Visitor.us to use Customer’s personal information, Customer may terminate this Agreement as set forth in Section 11 below, and such termination will be accepted and acknowledged by Visitor.us as a withdrawal of Customer’s consent. Upon termination, Customer’s personal information will only be used as necessary to wind down Visitor.us’s remaining obligations under this Agreement (e.g. dissolution of the Company).
6. Representations and Warranties.
6.1. Each Party. Each party represents and warrants that it has the full right and authority to enter into, execute, and perform its obligations under thisAgreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement.
6.2. By Visitor.us. Visitor.us represents and warrants that all services provided herein will be performed in a professional and workmanlike manner.
6.3. By Customer. Customer represents and warrants that (i) all information provided byCustomer to Visitor.us will be accurate and truthful, and (ii) Customer is legally permitted to operate a motor vehicles at all times during the Term of this Agreement. Customer acknowledges they have consulted with their own legal counsel with regard to this Agreement,or have knowingly waived the right to do so.
7. DISCLAIMERS. CUSTOMER ACCEPTS THE SERVICES PROVIDED BY VISITOR.USARE PROVIDED “AS IS,” WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE,COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
8. Indemnification. Each Party (“Indemnitor
”) will indemnify, hold harmless, and defend the other Party (“Indemnitee
”) and its directors, officers, and employees from and against any and all third party causes of action, claims, suits, legal proceedings, judgments, settlements, damages, penalties, losses, liabilities and costs (including reasonable attorneys’ fees and costs) (each a “Claim”) arising out of or relating to the Indemnitor’s: (a) breach of this Agreement; (b) willful misconduct, or negligent act or omission; and (c) violation of any applicable laws or regulations. Customer will also indemnify Visitor.us from and against any Claims for personal injury or personal property damage made by any third party for Claims relating toCustomer’s purchase, sale, or use of any motor vehicle.
9. Limitation of Liability. IN NO EVENT WILL VISITOR.US BE LIABLE TO CUSTOMER FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, ORPUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT. VISITOR.US’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO VISITOR.US.
10. Term. This Agreement shall commence on theEffective Date and continue until otherwise terminated by either Party under this Agreement.
11.1. Termination For Convenience. Either Party may terminate this Agreement with 60 days’ written notice to the other Party.
11.2. Termination For Cause. Either Party may terminate this Agreement for the other’s material breach by written notice, effective in 30 days unless the other Party first cures such breach.
11.3. Termination for Bankruptcy, Insolvency, or FinancialInsecurity. Either Party may terminate this Agreement immediately at its option upon written notice if the other Party: (i) becomes or is declared insolvent or bankrupt; (ii) is the subject of a voluntary or involuntary bankruptcy or other proceeding related to its liquidation or solvency, which proceeding is not dismissed within ninety (90) calendar days after its filing; (iii) ceases to do business in the normal course; or (iv)makes an assignment for the benefit of creditors.
11.4. Specific Termination Provisions. Visitor.us may terminate this Agreement pursuant to the termination conditions set forth in Section 3.2 (ContactInformation). Customer may terminate this Agreement pursuant to the termination conditions set forth in Section 5.3 (GDPRCompliance).
11.5. Effects of Termination. Upon termination of this Agreement, Visitor.us shall cease to serve as Registered Agent for Customer. Visitor.us, at request of Customer, may provide Customer with a digital copy of Customer’s file. Visitor.us is under no obligation to maintainCustomer records indefinitely. Visitor.us is under no obligation to keep the Company in good standing after termination of this Agreement.
11.6. Survival. Sections 4 (Fees),5 (Confidential Information), 8 (Indemnification), and 9 (Limitation ofLiability), will survive termination of this Agreement, as well as any provision required to survive to fulfill its essential purpose under thisAgreement.
12. Record Retention. Except as otherwise stated herein, Visitor.us is not obligated to maintain original copies of any item received by Visitor.us as Customer’s Registered Agent. Original vehicle titles procured by Visitor.us on Customer’s behalf will be mailed toCustomer’s Address, unless Customer provides written notification to Visitor.us(with confirmation of receipt) to mail the vehicle registration to an alternate mailing address.
13. Change of Registered Office. The current address of the Registered Office is set forth under Visitor.us’s signature on the signature page of this Agreement. Visitor.us may change the location of Registered Office at any time in its sole discretion. In such event, Visitor.us will give notice to Customer of the change in location and will file, at Visitor.us’ expense, all required notices with the Montana Secretary of State to ensure Visitor.us’ continued maintenance of a Registered Office for Customer in Montana during theTerm of this Agreement.
14. Notices. Notices pursuant to this Agreement shall be sent to Customer Address as provided at the beginning of this Agreement, and toVisitor.us at 5 West Mendenhall, Suite 202, Bozeman, MT 59715, U.S.A., or to such others as either party may provide in writing. Such notices will be deemed received at such addresses upon the earlier of (a) actual receipt or (b)delivery in person, by email with written confirmation of receipt, or by certified mail return receipt requested.
15. Governing Law; Forum. This Agreement will be governed and construed in accordance with the laws of the State of Montana, excluding that body of law known as conflicts of law. Venue for all purposes under this Agreement will be in the state courts of Bozeman, Montana, U.S.A., or the federal courts located in Missoula County, Montana, U.S.A., and each Party hereby submits to the jurisdiction of those courts.
16. Dispute Resolution. The parties will attempt in good faith to resolve any dispute or claim arising out of or in relation to this Agreement through negotiations between the Parties. If the dispute cannot be settled amicably within fourteen (14) days from the date on which either Party has served written notice on the other of the dispute then the remaining provisions of this Section 16 shall apply.
16.1. Mediation. If a dispute arises from or relates to this Agreement or the alleged breach thereof, and if the dispute cannot be settled through negotiations, the parties agree to endeavor first to settle the dispute by mediation administered by a qualified mediator.
16.2. Arbitration. Any dispute arising from or relating to this Agreement, or alleged breach thereof, that is not otherwise resolved by negotiation or mediation, shall be resolved by arbitration administered by a qualified arbitrator, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. If all parties to the dispute agree, a mediator involved in the parties’ mediation may be asked to serve as the arbitrator.
16.3. Location. The location of any mediation or arbitration shall be Bozeman, Montana.
17. Attorney’s Fees. If either Party incurs any legal fees associated with the enforcement of this Agreement or any rights under thisAgreement, the prevailing Party shall be entitled to recover its reasonable attorney’s fees and any court, arbitration, mediation, or other litigation expenses from the other Party.
18. Force Majeure. Neither Party shall be liable hereunder for any failure or delay in the performance of its obligations under thisAgreement, except for the payment of money, if such failure or delay is on account of causes beyond its reasonable control, including civil commotion, war, fires, floods, accident, earthquakes, inclement weather, telecommunications line failures, electrical outages, network failures, governmental regulations or controls, casualty, strikes or labor disputes, terrorism, acts of God, or other similar or different occurrences beyond the reasonable control of the Party so defaulting or delaying in the performance of this Agreement, for so long as such force majeure event is in effect. EachParty shall use reasonable efforts to notify the other Party of the occurrence of such an event within five (5) days of its occurrence.
19. Relationship of the Parties. The relationship of the parties hereto is that of independent contractors. Nothing in this Agreement, and no course of dealing between the parties, shall be construed to create or imply an employment or a partnership or joint venture relationship between the parties or between one party and the other party’s employees or agents. VISITOR.US ISNOT A LAW FIRM AND DOES NOT REPRESENT ITSELF AS LEGAL COUNSEL TO CUSTOMER.
20. Assignment. Neither Party may assign this Agreement, either in whole or part, without the express written consent of the otherParty. Any assignment without such consent shall be null and void.Notwithstanding the foregoing, this Agreement shall be binding upon and inure to the benefit of the successors, assigns and legal representatives of theParties. There are no third party beneficiaries to this Agreement.
21. Severability. If any provision or portion of this Agreement shall be rendered by applicable law or held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions or portions shall remain in full force and effect.
22. Rights Cumulative. The rights and remedies of the Parties herein provided shall be cumulative and not exclusive of any rights or remedies provided by law or equity.
23. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same instrument, without necessity of production of the others. An executed signature page delivered via email or electronic signature shall be deemed as effective as an original executed signature page.
24. Waiver. No waiver of any term or right in thisAgreement shall be effective unless in writing, signed by an authorized representative of the waiving Party. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision or any other provision of this Agreement thereafter.
25. Entire Agreement; Modification. This Agreement is the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior agreement or communications between the Parties, whether written, oral, electronic or otherwise. No change, modification, amendment, or addition of or to thisAgreement or any part thereof shall be valid unless in writing and signed by authorized representatives of the Parties. Each Party hereto has received independent legal advice regarding this Agreement and their respective rights and obligations set forth herein. The Parties acknowledge and agree that they are not relying upon any representations or statements made by the other Party or the other Party’s employees, agents, representatives or attorneys regarding this Agreement, except to the extent such representations are expressly set forth in this Agreement.