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.

5. No Legal Advice

EntityEngine does not provide legal, tax, accounting, or financial advice. Use of the Services does not create an attorney-client relationship. You are solely responsible for consulting qualified professionals as needed.

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.

6. 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.

7. 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.

8. User Responsibilities

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

9. 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.

10. 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.

11. Disclaimers and Limitations of Liability

• The Services are provided "as is" and "as available."
• EntityEngine disclaims all warranties, express or implied.
• To the maximum extent permitted by law, EntityEngine is not liable for indirect, incidental, or consequential damages.
• Total liability shall not exceed the amount you paid for the Services in the 12 months preceding the claim.

12. 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.

13. Modifications to Terms

EntityEngine may update these Terms from time to time. Continued use after updates constitutes acceptance.

14. Governing Law

These Terms shall be governed by the laws of the State of Delaware, without regard to conflict of laws principles.

15. Contact

For questions about these Terms, contact:
EntityEngine, LLC
[Insert Address]
[Insert Email]