Terms of Service

These Terms of Service ("Terms") govern your access to and use of the website located at clearformation.com, related applications, and services offered by ClearFormation ("ClearFormation," "we," "us," or "our"). Please read these Terms carefully before using our Services.

By creating an account, placing an order, or otherwise using the Services, you agree to be bound by these Terms and our Privacy Policy, which is incorporated by reference. If you do not agree, do not use the Services.

1. About ClearFormation

ClearFormation provides online tools and administrative services to help founders and business owners form and maintain U.S. business entities. Our Services are designed to streamline document preparation, filing coordination, registered agent coverage, and compliance support.

ClearFormation is not a law firm, accounting firm, or tax advisory practice and does not provide legal, tax, or financial advice. No attorney-client relationship is created by your use of the Services. Information on the Site is for general informational purposes only. You should consult qualified professionals for advice specific to your situation, including entity type, tax classification, and state nexus obligations.

2. Services We Offer

Subject to availability and applicable state rules, we may offer some or all of the following:

• Business formation: preparation and submission of formation documents for LLCs and corporations in U.S. states, including name availability review, articles of organization or incorporation, and related deliverables depending on your selected plan;
• Registered agent services: designation of a registered agent, receipt of service of process and state correspondence, document scanning and digital delivery, and related portal access;
• EIN assistance: preparation and filing support for federal Employer Identification Number applications with the IRS;
• Annual report filing: tracking of annual and biennial report deadlines, email reminders, preparation of pre-filled reports for your review and approval, and submission to state agencies after you authorize filing;
• Foreign qualification: registration of an existing entity to conduct business in additional states, including certificate of authority filings and registered agent setup where included;
• Certificates of good standing: ordering official state certificates confirming entity status; and
• Account and document management: dashboards, order status, and secure access to filings and correspondence associated with your account.

Specific features, turnaround times, and inclusions depend on the plan or service you purchase and are described on the Site at checkout. We may modify service offerings, pricing, or features at any time, subject to applicable law and any active subscription terms.

3. 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 that information you provide is accurate and that you have authority to act on behalf of any business for which you submit orders.

4. Your Responsibilities

You agree to:

• Provide complete, accurate, and current information for all filings and account records;
• Review pre-filled documents and approvals carefully before authorizing submission;
• Maintain the security of your account credentials and notify us promptly of unauthorized access;
• Respond to requests for clarification or missing information in a timely manner;
• Pay all applicable ClearFormation fees and separate state or government fees when due; and
• Comply with all applicable federal, state, and local laws governing your business.

You are solely responsible for business decisions, including choice of entity, state of formation, tax elections, and whether foreign qualification or other filings are required. ClearFormation relies on the information you supply and is not responsible for rejections, delays, or penalties resulting from inaccurate or incomplete data.

5. Filing Workflow and Authorization

For many compliance services, we prepare filings for your review. We do not submit certain documents to government agencies until you approve them (and, where applicable, pay invoiced state fees). Your approval constitutes authorization for us and our filing partners to submit documents in the name of your entity. Once submitted, filings generally cannot be recalled.

Government processing times vary by state and agency. Estimated timelines on the Site are not guarantees. We are not responsible for delays caused by state agencies, the IRS, mail systems, or events outside our reasonable control.

6. Fees, Payment, and State Charges

Prices displayed on the Site are in U.S. dollars unless stated otherwise. You authorize us and our payment processor (Stripe) to charge your selected payment method for ClearFormation service fees, subscriptions, and renewals.

State and government fees are separate unless a specific offering expressly states that a state fee is included in the quoted price. States may change fees without notice. You are responsible for all taxes, penalties, late fees, or interest assessed by government authorities arising from your business obligations, except to the extent directly caused by our gross negligence after we have received your approved filing and payment of applicable fees.

Recurring services (such as registered agent or annual report subscriptions) renew at the then-current rate unless canceled in accordance with instructions provided in your account or on the Site before the renewal date.

7. Refunds and Cancellations

Because our Services involve customized preparation and third-party filings, refund eligibility depends on work performed and government submission status:

• If you cancel before we begin substantive work or before any filing is submitted to a government agency, you may be eligible for a refund of ClearFormation service fees, minus any non-refundable costs already incurred.
• Once documents have been submitted to a state or federal agency, ClearFormation fees and government fees are generally non-refundable, even if a filing is rejected (in which case we will work with you on reasonable corrections where the rejection is due to correctable errors in information you provided).
• Subscription fees for ongoing services may be refundable only for unused prepaid periods where required by law or expressly stated at purchase.

To request a refund review, contact support@clearformation.com with your order number. Chargebacks filed without first contacting us may result in account suspension.

8. Registered Agent and Document Delivery

If you purchase registered agent services, you appoint our designated agent or affiliated registered agent provider in the applicable state(s) as required by law. We will use commercially reasonable efforts to scan and deliver documents received at the registered office during business hours. You agree that digital delivery to your account or email constitutes receipt. You remain responsible for monitoring notices and meeting legal deadlines.

9. Intellectual Property

The Site, software, branding, templates, and content provided by ClearFormation are protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable license to use the Services for your internal business purposes. You may not copy, modify, distribute, reverse engineer, or create derivative works except as permitted by law.

You retain ownership of information and materials you submit. You grant us a license to use, store, reproduce, and transmit that information as necessary to provide the Services, share it with filing partners and government agencies, and maintain records.

10. Third-Party Services

The Services may integrate with or link to third-party tools (including payment, authentication, scheduling, and filing infrastructure). Your use of third-party services is governed by their terms and privacy policies. We are not responsible for third-party acts or omissions.

11. Disclaimers

To the maximum extent permitted by applicable law, the services are provided "as is" and "as available" without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

We do not warrant that filings will be approved, that government agencies will act within any particular timeframe, or that the Services will be uninterrupted or error-free.

12. Limitation of Liability

To the maximum extent permitted by law, ClearFormation and its officers, directors, employees, contractors, and agents will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenues, goodwill, or data, arising out of or related to the services, even if advised of the possibility of such damages.

Our total aggregate liability for any claim arising out of or relating to the services or these terms shall not exceed the greater of (a) the amounts you paid to ClearFormation for the specific service giving rise to the claim during the twelve (12) months before the event, or (b) one hundred u.s. dollars (us $100).

Some jurisdictions do not allow certain limitations; in those cases, our liability is limited to the fullest extent permitted by law.

13. Indemnification

You agree to defend, indemnify, and hold harmless ClearFormation and its affiliates from claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of your use of the Services, your business operations, information you submit, violation of these Terms, or infringement of any third-party rights.

14. Dispute Resolution and Arbitration

Before initiating formal proceedings, you agree to contact us at support@clearformation.com and attempt in good faith to resolve the dispute informally for at least thirty (30) days.

Except for claims that qualify for small claims court or injunctive relief for intellectual property or unauthorized access, any dispute arising out of or relating to these Terms or the Services shall be resolved by binding individual arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules (or Commercial Rules, if you are using the Services primarily for business purposes and both parties agree). Arbitration will take place in the United States in a location we designate, unless applicable law requires otherwise. The arbitrator's award shall be final and binding.

Class action waiver: You and ClearFormation agree that disputes will be arbitrated only on an individual basis and not as a class, consolidated, or representative action.

15. Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law principles, except that mandatory consumer protection laws in your state of residence may apply where required.

16. Termination

You may stop using the Services at any time. We may suspend or terminate access if you breach these Terms, fail to pay fees, engage in fraud or abuse, or if required by law. Provisions that by their nature should survive termination (including payment obligations, disclaimers, limitations of liability, indemnification, and dispute resolution) will survive.

17. Changes to These Terms

We may modify these Terms from time to time. We will post the updated Terms on the Site with a revised "Last updated" date. Material changes to paid subscription terms will be communicated in accordance with applicable law. Continued use after changes become effective constitutes acceptance.

18. General

• Entire agreement: These Terms and the Privacy Policy constitute the entire agreement regarding the Services.
• Severability: If any provision is unenforceable, the remainder stays in effect.
• No waiver: Failure to enforce a provision is not a waiver of future enforcement.
• Assignment: You may not assign these Terms without our consent. We may assign them in connection with a business transaction.

19. Contact

Questions about these Terms may be sent to:

ClearFormation
Email: support@clearformation.com