Terms of service

1. About these terms

These terms of service ("Terms") are an agreement between you and Firmlane, 47 W 13th St, New York, NY 10011 ("Firmlane", "we", "us" or "our"). They apply when you use firmlane.us, create a Firmlane account, place an order or use any of our services.

By creating an account, placing an order or using our services, you agree to these Terms. If you do not agree, do not use our services. If you use Firmlane on behalf of a company or another person, you confirm that you have authority to accept these Terms for them.

These policies also form part of these Terms:

• Privacy policy
• Refund policy
• Payments and billing
• Registered agent terms, if you use our registered agent service
• Disclosures
• Cookie policy

The description, price, renewal and cancellation terms shown for each service when you order it also form part of your agreement for that service. If they conflict with these Terms, the terms shown for that service apply to it.

We record which version of these Terms you accepted and when.

2. What Firmlane does and does not do

Firmlane prepares and submits company formation filings and related documents based on the information you provide. We also offer optional services, such as registered agent service, EIN assistance, compliance and annual report support, business address and mail handling, amendments, certificates and apostilles, dissolution, and bookkeeping and tax services provided by qualified professionals.

Firmlane is not a law firm and does not provide legal, tax or financial advice. Using Firmlane does not create an attorney-client relationship or any other professional advisory relationship. Our guides, FAQs and support answers are general information, not advice about your situation. For advice, consult a qualified attorney, accountant or tax professional.

Firmlane is not a government agency and is not affiliated with any state agency or the IRS. See our disclosures.

3. Eligibility

To use Firmlane, you must:

• be at least 18 years old and able to enter into a binding contract;
• not be prohibited from using our services by applicable law, including sanctions laws; and
• provide accurate information about yourself and the people involved in your company.

We may decline to provide a service where we cannot meet our legal obligations, or where a requested state, entity type or service is not available.

4. Your account

• Keep your sign-in details secure and do not share them. We recommend turning on two-factor authentication.
• You are responsible for activity in your account, unless it results from our failure to protect it.
• Tell us immediately at [email protected] (opens in a new tab) if you believe someone has accessed your account without permission.
• Keep your email address and contact details current. We send important notices, including requests for information, renewal reminders and registered agent notifications, to the email address on your account.

5. Accuracy of the information you provide

You are responsible for the accuracy and completeness of everything you submit, including company names, addresses, ownership and management details, and information about other people. You confirm that you have their permission to provide their information and to have it filed.

We review orders before we file them, but our review does not check every fact and does not make us responsible for the accuracy of your information. Inaccurate or incomplete information can lead to delays, rejection by a state agency, or the need for a paid amendment later.

If we need more information or a correction, we will ask you through your account and by email. Your order will show "Awaiting customer" or "Needs correction" until you respond.

6. Authorization to prepare and file documents

When you place an order, you appoint and authorize Firmlane to act as your agent for the limited purpose of preparing the documents you ordered, submitting them to the relevant state agency or the IRS, and communicating with those agencies about those filings. You also authorize us to pay government fees to those agencies on your behalf from the amounts you paid us for them.

Where a filing needs your own signature, consent or a separate authorization, we will ask you for it before we file. This authorization covers only the services you ordered. It does not make Firmlane your legal representative, and it ends when the related order is completed or canceled.

7. Orders, prices and statuses

Prices. Before you pay, we show an itemized total that separates government fees from Firmlane service fees, optional services, recurring charges and any taxes. On eligible standard formations the Firmlane service fee is $0, and you pay the state filing fee. Government fees are set by each state and can change. If a state changes its fee after you pay but before we submit your filing, we will contact you before filing and explain your options.

Name choices. You may give up to three company names in order of preference. Only the state decides whether a name is available, so we cannot guarantee that any name will be accepted.

Availability. Some state and entity combinations need manual review or are not available. We tell you before you pay.

Order statuses. Your account shows the status of each order:

• Awaiting payment: the order exists and payment has not been confirmed yet.
• Payment confirmed: we have confirmed your payment.
• Information review: we are checking your order before preparing documents.
• Awaiting customer: we need information or a response from you.
• Needs correction: something in the order must be corrected before filing.
• Documents preparing: we are preparing your documents.
• Filing submitted: we have submitted the filing to the state.
• Awaiting state: the state is processing the filing.
• Completed: the work is finished and the resulting documents are in your account.
• On hold: work is paused, for example during a payment review or dispute.
• Canceled: the order has been canceled.

Processing times. State processing times vary and are outside our control, so any formation timing we mention is an estimate, not a promise. EIN delivery is covered by the EIN guarantee in section 11.

Declining or canceling orders. We may decline or cancel an order before filing if we cannot verify information, if the order does not pass screening the law requires, if it involves a prohibited use, or if payment is not confirmed. If we do, we refund amounts as described in our refund policy.

8. Optional and recurring services

Optional services are never added to your order unless you select them. Before you order, each one shows its price, what it includes, and whether and how it renews.

Some services renew, such as registered agent service after the first year included on eligible formation orders, compliance and annual report services, and business address and mail service. A recurring service renews automatically only if you have given explicit consent to automatic renewal, and we record when you gave it. We send a reminder before each renewal. You can cancel any time before the renewal date from your account or by contacting support. See payments and billing and the registered agent terms.

9. Payments

You agree to pay the amounts shown for your order. Our payments and billing page explains the payment methods we may offer, how manual payments are confirmed, currency conversion, taxes, renewals and disputes. Work on an order starts after payment is confirmed.

10. Cancellations and refunds

You can ask to cancel an order at any time. What can be refunded depends on whether the government fee has already been submitted to the state and whether our work has started. See our refund policy.

11. EIN guarantee

100% guaranteed EIN, delivered within 4 weeks

The 4 weeks start once your company has been approved by the state and we have your complete EIN information.

Conditions

• The clock pauses while we are waiting for information or a signature from you.
• Your information must be complete and accurate, and the responsible party must be able to sign the IRS application.

Remedy. If your EIN is not delivered within 4 weeks, we keep working on it at no cost and refund every Firmlane fee you paid on the order, or $100, whichever is more.

EINs are issued by the IRS. Firmlane prepares and submits your application through its established process and follows it through until your EIN is issued. Firmlane is not affiliated with the IRS.

12. Third parties and professionals

Our services depend on third parties, including state agencies, the IRS, payment processors, and email and hosting providers. We are not responsible for their decisions, delays or errors, such as a state rejecting a filing. This does not affect the EIN guarantee in section 11.

Bookkeeping and tax services are provided by qualified independent professionals. They are responsible for the professional services and advice they give, and they may ask you to accept their own engagement terms.

13. Acceptable use

You may not use Firmlane:

• for any unlawful, fraudulent or deceptive purpose, including money laundering, terrorist financing, tax evasion or evading sanctions;
• to form or maintain a company for a business that is illegal where it operates, or for a business activity we do not support, including gambling, weapons, adult content, pyramid or multi-level marketing schemes, unlicensed money transmission, or business with sanctioned persons or countries;
• to submit false information, impersonate anyone, or file for a person or company without their authority;
• to access our systems or other people's accounts without permission, test or interfere with our security, or overload our systems;
• to copy or scrape our website or content by automated means without our permission; or
• to harass, threaten or abuse our team or anyone else.

Screening. To meet our legal obligations, we may screen customers, orders and the people named in them against sanctions lists and other legal requirements. We may ask for additional information or documents, and we may decline, pause or cancel an order or account. Where the law requires it, we may report activity to the authorities, and we may be unable to complete or refund a transaction.

14. Intellectual property

The Firmlane website, software, name, logo, design and content belong to Firmlane or its licensors and are protected by intellectual property laws. We give you a limited, personal, non-transferable right to use the website and your account for their intended purpose.

You keep ownership of the information and files you submit. You allow us to use them to provide our services, to meet our legal obligations and as described in our privacy policy. You and your company may use the documents we prepare for your company for any lawful purpose.

If you send us feedback or suggestions, we may use them without any obligation to you.

15. Electronic communications

You agree that we may communicate with you electronically, by email and through your account, and that these communications meet any requirement for notices to be in writing. We send marketing emails only if you have opted in.

16. Disclaimers

Except for the EIN guarantee in section 11, and to the extent the law allows, our website and services are provided "as is" and "as available", and we disclaim implied warranties, such as warranties of merchantability, fitness for a particular purpose and non-infringement.

We cannot and do not guarantee:

• that a company name will be available or accepted;
• that a state will approve a filing;
• any processing time at a state agency;
• that a bank will open an account for your company;
• that a payment processor or marketplace will approve your company;
• any visa, immigration or residency outcome; or
• any tax result or tax treatment.

Nothing in these Terms limits any guarantee or right that cannot be excluded under the law that applies to you.

17. Limitation of liability

To the extent the law allows:

• Firmlane is not liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, business opportunities or data, arising from your use of our services; and
• Firmlane's total liability for all claims relating to a service is limited to the greater of (a) the Firmlane service fees you paid for that service in the 12 months before the event giving rise to the claim, and (b) 100 US dollars. Government fees we paid to an agency on your behalf are not Firmlane service fees.

We are not responsible for losses caused by inaccurate or incomplete information you provided, by decisions or delays of state agencies or other third parties, or by events outside our reasonable control.

This section does not reduce the remedy under the EIN guarantee in section 11.

Nothing in these Terms limits liability for fraud, gross negligence or willful misconduct, for death or personal injury caused by negligence, or for anything else that cannot be limited by law.

18. Indemnity

To the extent the law allows, you agree to indemnify Firmlane against claims, losses and reasonable costs, including reasonable legal fees, that arise from information you provided that was inaccurate or that you were not authorized to provide, from your breach of these Terms, from your company's activities, or from your violation of the law or of anyone else's rights.

19. Suspension and termination

You can stop using Firmlane at any time and ask us to delete your account from your account settings or by contacting support. Ongoing services, such as registered agent service, end as described in their own terms, and some may require you to take action with the state first.

We may suspend or close your account, or stop providing a service, if you breach these Terms, if the law requires it, or if a service is not paid for. Where appropriate, we will give you notice and a chance to fix the problem first.

Sections that by their nature should continue after termination, including those on amounts owed, intellectual property, disclaimers, limitation of liability, indemnity and disputes, continue to apply.

20. Governing law and disputes

These Terms are governed by the laws of the State of New York, without regard to its conflict-of-law rules, except where the law of the country where you live gives you protections that cannot be waived.

If you have a concern, please contact us first at [email protected] (opens in a new tab) so that we can try to resolve it informally. If we cannot resolve it informally, it will be decided by the state or federal courts located in New York County, New York, unless the law of the country where you live requires otherwise.

21. Changes to these terms

We may update these Terms. We will change the "Last updated" date at the top of this page and, for material changes, notify you by email or in your account at least 14 days before they take effect. Changes do not apply to orders you have already paid for, unless the law requires otherwise. If you keep using our services after changes take effect, the updated Terms apply. If you do not agree, you can stop using our services and cancel recurring services before their next renewal.

22. General

• Entire agreement. These Terms and the policies they refer to are the entire agreement between you and Firmlane about our services.
• Severability. If any part of these Terms is found unenforceable, the rest remains in effect.
• No waiver. If we do not enforce a provision, we may still enforce it later.
• Assignment. You may not transfer your rights under these Terms without our consent. We may transfer ours as part of a reorganization, merger or sale of our business, and we will tell you if we do.
• Events outside our control. We are not responsible for delays or failures caused by events outside our reasonable control, such as government shutdowns, agency system outages, natural disasters or internet failures.
• Language. These Terms are written in English. If we provide a translation, the English version controls where the law allows.

23. Contact

Email [email protected] (opens in a new tab) or use our contact page.

Operator: Firmlane, 47 W 13th St, New York, NY 10011