EntityEngine Terms of Service

1. Eligibility

You must be at least 18 years old and able to form a binding contract to use the Services. By using the Services, you represent and warrant that you meet these requirements.

2. Services Provided

EntityEngine provides AI-assisted tools to help individuals and organizations with business and nonprofit entity formation, governance, compliance, and related tasks. EntityEngine is not a law firm and does not provide legal, tax, or financial advice. All information and tools are provided for informational and administrative purposes only.

3. Account Registration and Security

• You must create an account to use certain features.
• You are responsible for maintaining the confidentiality of your login credentials.
• You are responsible for all activities that occur under your account.
• Notify EntityEngine immediately of any unauthorized access or security breach.

4. Payments and Fees

• Certain Services require payment of fees, including but not limited to state filing fees, registered agent services, and subscription plans.
• Payments are processed via Stripe or other approved third-party processors.
• All fees are non-refundable unless explicitly stated otherwise. Recurring subscriptions are governed by Section 5.

5. Subscriptions and Automatic Renewal

Some Services, including EntityEngine Registered Agent, are sold as automatically renewing annual subscriptions. This section applies to every such subscription.

• Automatic renewal. Your subscription begins on the date of purchase and renews automatically for successive one-year terms until you cancel. We will charge the payment method on file on each renewal date at the then-current annual rate.
• Price. EntityEngine Registered Agent is $99 per year. We will give you at least thirty (30) days' notice before any price change takes effect on your renewal.
• Renewal reminder. Before each annual renewal we will email the address on your account with the renewal date, the amount, and instructions for cancelling.
• How to cancel. You may cancel at any time from your account settings, or by emailing support@entityengine.ai. Cancellation takes effect at the end of the term you have already paid for.
• No proration. Subscription fees are non-refundable and partial terms are not prorated. You keep the Service through the end of the paid term.
• Payment method. You are responsible for keeping a valid payment method on file. If a renewal payment fails we may retry it, and we may suspend or terminate the Service if it remains unpaid.

6. Registered Agent Service

EntityEngine Registered Agent is a commercial registered agent service that EntityEngine sells and manages, and that a third-party commercial registered agent provider qualified in your state performs.

• Who your agent of record is. The registered agent named on your public state filing is our provider, or its applicable per-state entity — not EntityEngine. EntityEngine manages your account, forwards the documents your agent receives, and monitors related compliance deadlines. We may change providers, which may require a filing with your state to change your agent of record and may change the agent name shown on your public record. We will make any such filing on your behalf.
• What is included. Maintaining a physical street address in your state of formation during normal business hours, accepting service of process and official correspondence from that state on your entity's behalf, and forwarding what is received to the contact details on your account.
• What is not included. General business mail, package receipt, and use of the agent address as your own address. Mail forwarding beyond service of process and official state correspondence is offered only in certain states and is not part of the base service.
• Availability. Registered agent service is not available in every jurisdiction, and is currently unavailable in Hawaii. Where we cannot offer it, you must appoint your own registered agent.
• Restrictions on use of the agent address. You may not use the registered agent address as your business, mailing, principal office, or residential address, and may not list it on bank accounts, tax filings, licenses, permits, marketing, websites, or business registrations, or use it to receive personal or commercial mail or packages. Misuse may cause our provider to resign as your agent. We may suspend or terminate the Service immediately, without refund, for a violation of this paragraph.
• Your responsibilities. You must keep your contact details current. Documents are deemed delivered to you when sent to the email or mailing address on your account. Legal deadlines generally run from the date of service on your registered agent, not from the date you read what we forward, so you should act on forwarded documents immediately.
• If you cancel or your service lapses. Your registered agent will resign. Every state requires an entity to maintain a registered agent at all times. Without one, your entity may lose good standing, incur penalties, be administratively dissolved, and fail to receive notice of lawsuits filed against it — which can result in a judgment against you without your knowledge. You are solely responsible for appointing a replacement agent and making any filing your state requires. EntityEngine is not responsible for any consequence of a lapse in registered agent coverage.
• Resignation. EntityEngine or its provider may resign as your registered agent on written notice, including for non-payment, misuse of the agent address, or use of the Service for unlawful purposes.
• Limitation specific to this Service. In addition to Section 14, EntityEngine's total liability arising out of registered agent service will not exceed the registered agent fees you paid in the twelve months preceding the claim. EntityEngine is not liable for missed deadlines, default judgments, or other consequences arising from out-of-date contact details, your failure to act on documents we forward, or delivery failures outside our reasonable control.

7. No Legal Advice

EntityEngine is not a law firm and is not a substitute for an attorney. We do not provide legal, tax, accounting, or financial advice, we do not practice law, and we do not represent you. Use of the Services does not create an attorney-client relationship. You are solely responsible for consulting qualified professionals as needed.

EntityEngine provides self-help tools, document templates, and administrative filing assistance that operate at your direction. You choose the entity type, the jurisdiction, the documents, and the terms within them; we prepare and submit what you select. We do not review your choices for legal sufficiency and cannot tell you which option is right for your situation.

Communications with EntityEngine, including with any AI features, are not protected by the attorney-client privilege or the work-product doctrine, and may be disclosed if required by law. If you need privileged advice, consult a licensed attorney in your jurisdiction.

EntityEngine does not conduct federal trademark searches, nationwide name clearance, or intellectual property assessments. If you require trademark protection or nationwide clearance, you must perform these checks separately or consult an attorney.

8. State Filings and Processing Times

• EntityEngine facilitates filings with state agencies but cannot control or guarantee processing times.
• Final approval of filings is at the sole discretion of the relevant state authority.

9. Name Availability Disclaimer (Traffic Light System)

EntityEngine provides a "traffic light" name availability indicator (Green, Yellow, Red) to help users assess the likelihood that a proposed entity name will be accepted by the Delaware Division of Corporations (or other applicable state jurisdiction).

• Green – Indicates the proposed name is likely to be accepted based on our daily updated state database and conflict rules.
• Yellow – Indicates potential risk of rejection. Users may choose to proceed, but approval is not guaranteed.
• Red – Indicates the proposed name is highly likely to be rejected.

Limitations

• Our checks are performed against state-level records only. EntityEngine does not perform federal trademark searches, nationwide name clearance, or intellectual property assessments.
• Our database is updated regularly, but we cannot guarantee it is 100% current or error-free.
• Name availability is ultimately determined by the relevant state authority at the time of filing.
• Minor spelling, punctuation, or regulatory restrictions may still result in rejection, even if flagged Green or Yellow.

User Responsibility

By proceeding with a Yellow or Red status name, you acknowledge and agree that:

• You assume all risk associated with potential rejection or filing delay.
• EntityEngine is not responsible for any loss, delay, or additional fees caused by the state's determination.
• The traffic light system is a guide only and not a guarantee of approval.
• If you require nationwide clearance or trademark protection, you are solely responsible for conducting appropriate searches and/or consulting qualified professionals.

10. User Responsibilities

• Provide accurate and complete information.
• Comply with all applicable laws and regulations.
• Do not misuse the Services for fraudulent or unlawful purposes.

11. Suspension and Termination

• By you. You may stop using the Services and close your account at any time. Closing your account does not by itself cancel a subscription; cancel subscriptions as described in Section 5.
• By EntityEngine. We may suspend or terminate your access to all or part of the Services if you breach these Terms, fail to pay amounts when due, misuse a registered agent address as described in Section 6, use the Services unlawfully or fraudulently, or create risk or legal exposure for EntityEngine, other users, or our providers.
• Notice. We will give you notice before suspending or terminating where practicable, and an opportunity to cure where the breach is curable. We may act immediately and without prior notice where the conduct is unlawful, causes ongoing harm, or requires an immediate response.
• Effect. On termination your right to use the Services ends. Fees already paid are non-refundable except where these Terms or applicable law require otherwise. If your account included registered agent service, the consequences described in Section 6 apply, and you remain solely responsible for appointing a replacement agent.
• Survival. Sections that by their nature should survive termination will survive, including Sections 4, 6, 7, 12, 14, 15, 16, 18, and 19.

12. Intellectual Property

• All content, software, and technology in the Services are owned by EntityEngine or its licensors.
• You may not copy, reverse engineer, or use EntityEngine's content except as authorized by these Terms.

13. Data and Privacy

EntityEngine collects and processes data in accordance with its Privacy Policy. By using the Services, you consent to such collection and processing.

14. Disclaimers and Limitations of Liability

• The Services are provided "as is" and "as available."
• To the maximum extent permitted by law, EntityEngine disclaims all warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Services will be uninterrupted or error-free, or that any filing will be accepted by a state agency.
• To the maximum extent permitted by law, EntityEngine is not liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, or loss of goodwill, even if we have been advised of the possibility.
• EntityEngine's total aggregate liability for all claims relating to the Services will not exceed the amount you paid EntityEngine for the Services in the twelve (12) months preceding the event giving rise to the claim. Registered agent claims are further limited as described in Section 6.
• These limitations apply to all claims, whether based in contract, warranty, tort (including negligence), strict liability, or any other theory, and apply even if a limited remedy fails of its essential purpose.
• Some jurisdictions do not allow the exclusion of implied warranties or the limitation of incidental or consequential damages. Where that is the case, the exclusions and limitations above apply only to the extent permitted, and nothing in these Terms limits liability for fraud, willful misconduct, or any liability that cannot be limited by law.

15. Indemnification

You agree to indemnify and hold harmless EntityEngine, its affiliates, and its officers from any claims, damages, or expenses arising from your use of the Services.

16. Dispute Resolution, Arbitration, and Class Action Waiver

Please read this section carefully. It affects your legal rights, including your right to file a lawsuit in court and to participate in a class action. It contains an opt-out.

• Talk to us first. Before starting an arbitration or a court proceeding, you agree to try to resolve the dispute informally by emailing support@entityengine.ai with a description of the dispute and the relief you want. We will do the same. If we cannot resolve it within sixty (60) days, either of us may proceed as set out below.
• Individual arbitration. Except as stated in this section, any dispute arising out of or relating to these Terms or the Services will be resolved by binding individual arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules, rather than in court. The arbitrator's decision may be entered as a judgment in any court of competent jurisdiction.
• Small claims. Either of us may bring an individual claim in small claims court instead of arbitration, if the claim qualifies.
• Injunctive relief for intellectual property. Either of us may seek injunctive relief in court to protect intellectual property rights, without first using the informal process or arbitration.
• Class action waiver. Disputes will be resolved only on an individual basis. You and EntityEngine each waive any right to bring or participate in a class, collective, consolidated, or representative action, and the arbitrator may not consolidate claims or preside over any form of class proceeding.
• If the class action waiver is unenforceable. If the class action waiver above is found unenforceable as to a particular claim or request for relief, then this entire Section 16 does not apply to that claim or request, which will instead proceed in court under Section 18. The rest of this Section 16 continues to apply to all other claims.
• How to opt out. You may opt out of this Section 16 by emailing support@entityengine.ai with the subject line "Arbitration Opt-Out" within thirty (30) days of first accepting these Terms, including your name and the email address on your account. Opting out does not affect any other part of these Terms, and we will not treat it as a reason to close your account or refuse service.
• Costs and location. Arbitration fees are governed by the AAA Consumer Arbitration Rules. Any in-person hearing will take place in the county where you live, or another mutually agreed location, unless the arbitrator determines otherwise.

17. Modifications to Terms

• EntityEngine may update these Terms from time to time. We will post the updated Terms with a new effective date.
• For changes that materially affect your rights or obligations — including changes to fees, to the automatic renewal terms in Section 5, or to Section 16 — we will give you at least thirty (30) days' notice by email or in the product before they take effect.
• If you do not agree to a change, you may stop using the Services and cancel any subscription before the change takes effect, as described in Section 5. Continuing to use the Services after the effective date means you accept the updated Terms.
• Changes do not apply retroactively to any dispute that arose before their effective date.

18. Governing Law and Venue

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws principles. Subject to Section 16, any claim that proceeds in court will be brought exclusively in the state or federal courts located in Delaware, and you and EntityEngine each consent to personal jurisdiction there. Nothing in this section deprives you of the protection of any mandatory consumer-protection law of the place where you live.

19. General Provisions

• Entire agreement. These Terms, together with the Privacy Policy and any order or service-specific terms you accept, are the entire agreement between you and EntityEngine about the Services, and replace any prior understanding on that subject.
• Severability. If any provision of these Terms is held unenforceable, it will be limited or removed to the minimum extent necessary, and the remaining provisions will remain in full force. Section 16 has its own rule for the class action waiver.
• No waiver. If we do not enforce a provision, that is not a waiver of our right to enforce it later.
• Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign them to an affiliate, or in connection with a merger, acquisition, or sale of assets, on notice to you.
• Force majeure. Neither party is liable for a failure or delay in performance caused by events beyond its reasonable control, including natural disasters, war, civil unrest, labor disputes, utility or network failures, or acts of government. This does not excuse your obligation to pay amounts owed.
• Notices. We may give you notice by email to the address on your account or by posting in the product; notice is effective when sent or posted. You are responsible for keeping that address current. You may give us notice at support@entityengine.ai.
• Relationship. These Terms do not create a partnership, joint venture, employment, or agency relationship between you and EntityEngine, except that our provider acts as your registered agent as described in Section 6.
• Headings. Section headings are for convenience only and do not affect interpretation.

20. Contact

For questions about these Terms, to cancel a subscription, or to send any notice required by these Terms, contact:
EntityEngine, Inc.
support@entityengine.ai

Notices under Section 16 (Dispute Resolution) and Section 19 (Notices) may be sent to the same address.