Terms of Service

01The agreement

These Terms of Service (the "Terms") form a legally binding contract between you (the "Customer") and File.Business, Inc., a Delaware corporation with offices at 101 N Monroe St, Suite 800, Tallahassee, FL 32301 ("File.Business," "we," "us," "our"). By creating an account, clicking "I agree," or using any part of the Services, you accept these Terms in full. If you are accepting on behalf of a company, you represent that you have authority to bind that company.

These Terms incorporate by reference the Privacy Policy, Acceptable Use Policy, Data Processing Agreement (if applicable), and any service-specific terms presented in-product.

02The Services

File.Business is a software-and-services platform for forming, running, and growing a business. The Services include but are not limited to:

• Business entity formation (LLC, Corporation, Nonprofit, DBA)
• Registered Agent service
• Compliance monitoring and filing preparation
• Communications (email, phone, SMS, chat)
• Bookkeeping, invoicing, business banking, and tax preparation
• Payroll and HR administration
• Document storage and electronic signature
• Brand and web services (domains, email, logos, websites)
• Access to our attorney network and contract templates
• The mobile application, web application, and public API

The specific services available to you depend on the plan you purchase and any add-on services you order. We may add, change, or remove features over time. Material reductions to features included in your active subscription will be announced at least 30 days in advance.

03Your account

You must be at least 18 years old and legally able to enter into contracts. You are responsible for the confidentiality of your credentials and for all activity that occurs under your account.

You must provide accurate, current, and complete information when creating your account and keep it updated. We may suspend or terminate accounts containing materially false information.

You must notify us promptly at [email protected] of any suspected unauthorized access or other security incident affecting your account.

04Fees, billing & renewal

Service fees are described on our Pricing page or in your order form. State filing fees, third-party pass-through costs, and add-on services are separate from the Service fee and charged at cost.

Subscriptions

Subscription plans are billed in advance on the cycle you select (monthly or annually). Annual plans receive a discount in exchange for the longer commitment. Subscriptions renew automatically at the end of each cycle unless canceled before the renewal date.

One-time filings

Service fees for one-time filings (formation, foreign qualification, amendments, etc.) are charged at order. State filing fees are charged at cost as a separate line item.

Taxes

Fees do not include taxes. You are responsible for all taxes, levies, and duties imposed by taxing authorities. We will charge applicable sales tax, GST, VAT, or similar where required.

Late payment

If a payment fails, we retry the payment method on file and notify you. If we cannot collect within 14 days, we may suspend the account. Outstanding balances accrue interest at the lesser of 1.5% per month or the maximum allowed by law, plus reasonable collection costs.

Disputes

If you believe you have been incorrectly billed, contact [email protected] within 60 days of the invoice date. We will not refund charges disputed more than 60 days after billing.

05Cancellation & refunds

You may cancel your subscription at any time from your account settings. Cancellation takes effect at the end of the current billing cycle; we do not pro-rate refunds for partial periods.

Refunds for service fees on one-time filings are governed by the Refund Policy. State filing fees, once paid to a government agency, are not refundable by us.

If we materially breach these Terms and fail to cure within 30 days of written notice, you may terminate immediately and we will refund pre-paid fees for the unused portion of your subscription.

06Customer Data

You retain all rights, title, and interest in your Customer Data. "Customer Data" means information you submit to or through the Services, including documents, communications, business records, and personal information about your employees, contractors, vendors, and customers.

You grant us a limited, non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, and display Customer Data solely to provide the Services to you and as otherwise permitted by these Terms. We do not use Customer Data for advertising or training third-party machine learning models.

You represent that you have all rights and consents necessary to provide Customer Data to us and to authorize the processing described in the Privacy Policy and (where applicable) the DPA.

07Acceptable Use

You agree to comply with the Acceptable Use Policy at all times. Prohibited activities include using the Services for fraud, money laundering, the support of terrorism, the manufacture or distribution of weapons, the violation of intellectual property rights, the transmission of malware, the violation of telemarketing laws (TCPA, CAN-SPAM), and the operation of businesses or content prohibited by US federal or state law.

We may suspend or terminate access immediately for violations that pose a risk of harm to other users, our infrastructure, or our business.

08Intellectual property

The Services, including software, designs, text, graphics, logos, and the File.Business brand, are owned by us and our licensors and are protected by copyright, trademark, and other laws. Except for the limited rights expressly granted to you in these Terms, we reserve all rights in the Services.

You may not (a) reverse engineer, decompile, or attempt to derive source code from the Services; (b) circumvent technical limitations; (c) resell or sublicense the Services without our written consent; (d) use the Services to build a competing product.

If you provide feedback or suggestions, you grant us a perpetual, royalty-free license to use them without obligation.

09Third-party services

The Services include or integrate with third-party products (for example, Stripe, banking partners, government agencies). Your use of those products is subject to their own terms and privacy policies. We are not responsible for the acts or omissions of third-party providers.

Government filings depend on the policies and processing times of state and federal agencies, which we do not control. We strive to file accurately and on time but cannot guarantee government action.

10Disclaimers

File.Business is not a law firm, accounting firm, or financial advisor. The Services include the preparation and filing of documents but do not constitute legal, tax, or financial advice. For advice, consult a licensed attorney, CPA, or financial professional. See our Legal Disclaimer for the full scope of this notice.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, FILE.BUSINESS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

11Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL FILE.BUSINESS OR ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, (B) LOSS OF PROFITS, REVENUES, DATA, OR BUSINESS OPPORTUNITIES, OR (C) ANY AMOUNT IN EXCESS OF THE GREATER OF (i) $100 OR (ii) THE AMOUNT YOU PAID US IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

The Penalty-Free Guarantee applies to filings we manage on your behalf as part of an active subscription. Under that guarantee, we will pay government penalties assessed against you that result from our error or omission, subject to the conditions on the Compliance Suite page.

Some jurisdictions do not permit certain limitations of liability. In those jurisdictions, our liability is limited to the maximum extent permitted by law.

12Indemnification

By you: You will defend, indemnify, and hold harmless File.Business and its affiliates from any third-party claim arising out of (a) your violation of these Terms or the AUP, (b) your Customer Data, (c) your business activities, (d) any harm caused by your employees, contractors, or customers, or (e) the infringement of any intellectual property right by your Customer Data.

By us: We will defend, indemnify, and hold harmless Customer from any third-party claim that the Services, as provided by us, infringe a US patent, copyright, or trademark, subject to standard exceptions (combinations with non-File.Business products, modifications, use outside the agreement, etc.).

13Term & termination

These Terms remain in effect while you have an active account or subscription.

You may terminate by closing your account from settings.

We may suspend or terminate immediately for material breach (including AUP violations), risk of harm, non-payment after notice, suspected fraud, or as required by law. We will provide reasonable advance notice where practicable.

On termination, your right to use the Services ends. We will provide reasonable assistance with data export for 30 days after termination, after which we may delete or anonymize Customer Data subject to retention requirements (see Privacy Policy).

Sections 6, 8, 10, 11, 12, 13, 14, 15, 16, and 17 survive termination.

14Governing law

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws principles, except where mandatory consumer-protection laws of another jurisdiction apply.

For customers in the European Economic Area or the United Kingdom, nothing in these Terms removes the protection of mandatory local law.

15Dispute resolution & arbitration

Informal resolution. If you have a dispute, contact [email protected]. We will attempt to resolve disputes informally within 60 days.

Binding arbitration (US customers). Any dispute not resolved informally will be settled by binding individual arbitration administered by JAMS under its Complete Arbitration Rules. Arbitration will be in Wilmington, Delaware or, at your election, in your home county. The arbitrator's decision is final and enforceable in any court of competent jurisdiction.

Class action waiver. You and File.Business each waive the right to bring or participate in any class, collective, or representative action.

Opt-out. You may opt out of the arbitration agreement and class-action waiver by sending written notice to [email protected] within 30 days of first accepting these Terms.

Exceptions. Either party may bring an individual action in small-claims court, seek injunctive relief in court to protect intellectual property rights, or bring an action for unpaid fees.

This Section 15 does not apply to customers in jurisdictions where arbitration of consumer claims is prohibited.

16Changes to these Terms

We may modify these Terms from time to time. Material changes will be announced by email and an in-product banner at least 30 days before they take effect. Continued use of the Services after the effective date constitutes acceptance. If you do not agree to the changes, you may terminate the agreement and we will refund pre-paid fees for the unused portion of your subscription.

17Miscellaneous

Entire agreement. These Terms, the incorporated policies, and any order forms together constitute the entire agreement between you and us regarding the Services.

Severability. If any provision is held unenforceable, the rest remains in full force.

Assignment. You may not assign these Terms without our consent. We may assign without restriction in connection with a merger, acquisition, or sale of assets.

No waiver. Failure to enforce a right is not a waiver of that right.

Notices. We may send notices to the email on your account. You may send notices to [email protected].

Force majeure. Neither party is liable for failure to perform due to causes beyond reasonable control (natural disasters, war, terrorism, labor disputes, government action, infrastructure failures).

Government users. If you are a US government entity, additional terms apply per FAR 12.212 and DFARS 227.7202.