Formation Services Terms

1. Who these terms are between

These Formation Services Terms are an agreement among Amadae, the legal entity you are asking us to form (your "Company"), and you personally, together with each founder, member, or officer named in your order. Because the Company does not exist yet when you place the order, you and each named founder accept these terms individually and are responsible under them jointly and severally, and the Company becomes bound by them upon its formation.

These terms supplement the Amadae Terms of Service. For the formation services described here, these terms control if the two conflict.

2. We are not a law firm

Amadae is not a law firm and does not provide legal advice. Nothing in the formation service, the intake wizard, the document kits, our emails, or our dashboard constitutes legal, tax, or accounting advice, and none of it creates an attorney-client relationship. Communications with us are not protected by attorney-client privilege. You alone are responsible for the legal, tax, securities, and compliance aspects of your business. If you need advice on whether an entity type, state, tax election, or equity structure is right for you, consult a licensed attorney or tax professional before ordering.

3. What the formation service is

When you place a formation order, you authorize us to prepare and submit the formation filing for your Company in the state you choose, using the information you provide; to act, ourselves or through our service providers, as the incorporator, organizer, or authorized person where the state requires one; to apply for a federal Employer Identification Number (EIN) from the IRS on the Company's behalf when you include that service; and to appoint the registered agent you select.

Parts of the service are fulfilled through third-party filing and registered agent service providers. Where a provider delivers a service, that service is provided by the provider and not by Amadae, and our role with respect to the provider's fees is to collect and remit them.

4. Your information and your signature

You confirm that everything you submit is true, accurate, and complete, that you are at least 18 years old, and that you are authorized to act for every founder and for the Company. You authorize us to use the information you provide, including Social Security numbers submitted for the EIN application, to deliver the services, and to share it with our service providers, the filing state, and the IRS as needed to complete your order. You are responsible for obtaining consent from any co-founder whose personal information you submit.

Where a document in your order requires a signature, you authorize us to apply the electronic signature you provide to the documents needed to complete your formation and any document kit you generate, in the sequence the documents require. You will be legally bound by those documents. Signers on the same order may see one another's information as it appears in shared documents.

5. Fees and refunds

The price shown at checkout is the price you pay for the formation package, and it includes standard state filing fees for your chosen state and, when selected, the EIN application. Optional items, such as expedited filing and the registered agent service, are itemized separately at checkout. We may revise our prices at any time; changes never apply to an order you have already paid for.

If we or the state cannot complete your formation, or if we decline your order for any reason, you receive a full refund. Once your filing has been submitted to the state, the order cannot be cancelled and fees are not refundable, except that if the state finally rejects your filing and we cannot cure the rejection under section 6, we will refund what you paid less any state fees we cannot recover. Registered agent subscription fees are governed by section 7.

6. State filings, names, and timing

We do not control the state. Name availability is not guaranteed until the state accepts the filing; if your first-choice name is rejected, we will file the alternative names you listed in order of preference, and if the state accepts an alternative, your Company is formed under that name. If a filing is rejected for a correctable reason, we will correct and resubmit it at no additional charge. State processing times, expedite handling, and rejection decisions are the state's alone, and we are not liable for delays they cause.

After formation, ongoing state obligations belong to the Company, not to us: annual or biennial reports, franchise taxes, business licenses, and any other recurring filings are yours to track and pay unless you separately purchase a service that covers them.

7. Registered agent service

The registered agent service is a separate, optional, annual subscription billed to your payment method through Stripe. It renews automatically each year at the then-current price until you cancel. You may cancel at any time before a renewal; prepaid registered agent fees, including the current service year, are not refundable. After cancellation the agent of record may remain your agent, and fees may continue to accrue, until you appoint a successor agent with the state; the change-of-agent filing and its fees are your responsibility. If your registered agent payment fails and is not cured, the service may be discontinued, and you bear all risk of not having a registered agent, which in most states includes administrative dissolution. We may change the underlying registered agent provider; if we do, we will tell you. If your Company dissolves, notify us so the agent service can be ended.

If you decline the service and name your own registered agent, you confirm that the person you name has consented, is available at the street address you provide during business hours, and understands that the address becomes part of the public record.

8. EIN applications

When your order includes an EIN, you authorize us and our providers to prepare and submit the application to the IRS using the responsible party information you provide, and to receive the issued EIN and confirmation letter on the Company's behalf. The IRS controls issuance and timing. You are responsible for the accuracy of the responsible party's name, Social Security number, and other application details, and for all federal and state tax registrations, elections, and filings beyond the EIN itself.

9. Document kits

Post-formation document kits, including operating agreements, bylaws, consents, stock or membership certificates, and related documents, are templates populated from the information you provide. They are made available for informational purposes, are not legal advice, and are not tailored to your specific circumstances by an attorney. Review every generated document before signing, and confirm it fits your situation; once executed, changes generally require your own counsel. If your Company's value has changed since formation, issuing founder stock at par value can have significant tax consequences, and we strongly recommend advice from a lawyer before proceeding. By generating and signing a kit you confirm you have either obtained independent advice or knowingly chosen to proceed without it.

10. Section 83(b) election mailing

Where your document kit includes Section 83(b) elections and you use our mailing service, we mail each signed election to the IRS by USPS Certified Mail based on the stock purchase dates and taxpayer information you provide. Timeliness of an 83(b) election is measured by postmark, and the 30-day statutory deadline runs from your stock transfer date, not from any action of ours; if your information reaches us late, inaccurate, or incomplete, a missed deadline is your responsibility. We record the certified mail tracking evidence, and you are responsible for retaining your own copies and proof. Whether to make an 83(b) election is a tax decision we do not advise on.

11. Our role as organizer, and indemnification

You agree to indemnify and hold harmless Amadae and its service providers from claims, losses, and expenses arising out of your breach of these terms, information you provided being inaccurate or incomplete, disputes among founders or with third parties, your use of the formed Company, and any claim against us or our designees in our capacity as incorporator, organizer, or authorized person of your Company or for obtaining your EIN.

12. Disclaimer and limitation of liability

Except as expressly stated in these terms, the formation services and all related documents and materials are provided as is and as available, without warranties of any kind. To the maximum extent permitted by law, neither party is liable for indirect, incidental, consequential, special, or punitive damages, and our total aggregate liability arising out of the formation services is limited to the fees you paid us for those services in the twelve months before the first event giving rise to liability. These terms state your exclusive remedies with respect to the formation services.

13. General

We may decline to provide any part of the formation services to any order, before or after payment, in our sole discretion; if we decline your order your remedy is the full refund in section 5. You consent to doing business with us electronically, including click-through acceptance of these terms at checkout and electronic delivery of documents and notices. You may not assign these terms without our consent. If any provision is unenforceable, the rest remain in effect. These terms, together with the Amadae Terms of Service they supplement, are the entire agreement between us regarding the formation services. We may update these terms from time to time; the version you accepted at checkout governs your order.

14. Contact

Questions about these terms or a formation order: contact us or email chloe@amadae.co. The general terms these supplement are at amadae.co/terms.