Terms of Service

Welcome, and thank you for your interest in OpenCompany. These Terms of Service (the “Terms”) constitute a legally binding agreement between you and OpenCompany governing your access to and use of the OpenCompany website, formation wizard, and client portal (collectively, the “Services”).

Please read these Terms carefully. They include a binding arbitration provision with a jury trial waiver and class action waiver (Section 18), and a clause that limits our liability (Section 15).

By creating an account, starting a formation order, or otherwise using the Services, you expressly acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not access or use the Services. If you are agreeing on behalf of a company or other legal entity, you represent that you are authorized to bind that entity to these Terms, in which case “you” refers to that entity.

Our Privacy Policy explains how we collect, use, and share your information, and is incorporated into these Terms by reference. Your use of the Services is also subject to any additional rules or guidelines we post on or link from the Services for a particular feature (“Additional Terms”), which are likewise incorporated into these Terms.

OpenCompany provides a technology platform that helps founders form a US LLC or C-Corp, apply for an Employer Identification Number (EIN), engage registered agent services, receive ongoing compliance reminders (such as annual report deadlines), and store and manage formation-related documents.

OpenCompany is a technology and filing-coordination platform — it is not a law firm, CPA firm, or registered investment adviser. We do not provide legal advice, tax advice, or financial advice, and no part of the Services should be interpreted as such. Where our platform presents information about entity types, state requirements, or tax concepts, that information is general and educational in nature.

To use the Services, you must:

• be at least 18 years old;
• have the legal capacity to enter into a binding contract; and
• not be barred from using the Services under the laws of your country of residence or the United States.

The Services are designed primarily for non-US founders who want to form and operate a United States business entity. We do not verify immigration status, and forming a US company does not, by itself, grant any right to work or reside in the United States.

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to provide accurate, current, and complete information when you register and during the formation wizard, and to keep that information up to date. You may delete your account at any time by contacting legal@opencompany.com.

Do not share your login credentials with anyone outside your own organization. Notify us immediately at legal@opencompany.com if you suspect unauthorized access to your account. OpenCompany is not liable for any loss arising from your failure to keep your credentials confidential, and reserves the right to suspend or terminate accounts that provide false information, are used fraudulently, or otherwise violate these Terms.

Subject to these Terms, OpenCompany grants you a non-transferable, non-exclusive, revocable, limited license to access and use the Services solely for your own business purposes.

This license does not permit you to:

• license, sell, rent, lease, transfer, or otherwise commercially exploit the Services or any content on them;
• modify, create derivative works of, decompile, or reverse-engineer any part of the Services;
• access the Services to build a competing product or service;
• use the Services for any fraudulent, abusive, or illegal purpose; or
• use the Services in a way that infringes any third party's intellectual property or privacy rights.

We reserve the right, at any time, to modify, suspend, or discontinue the Services (in whole or in part) with or without notice, and will not be liable to you for doing so. We will use commercially reasonable efforts to support the Services but have no obligation to provide ongoing support or maintenance.

You acknowledge and agree that:

• The filing timelines shown on the Services are estimates. Actual processing time can take longer for reasons outside our control, including delays at the state filing office, the IRS, or a banking partner.
• You may be eligible for a refund if you cancel before your filing has been submitted to the state (see Section 11). Once a state or government agency is actively reviewing your filing, we are unable to issue a refund.
• Once your entity has been formed in a given state, its registered name cannot be changed retroactively.
• You are responsible for any legal, tax, or other third-party fees related to operating your entity that are not included in the package you purchased.
• Documents we receive on your behalf are delivered digitally to your client portal — we do not mail physical documents.
• Where our Services include guidance on opening a US business bank account, the decision to approve or open an account is made solely by the bank or financial institution, not by OpenCompany. We cannot guarantee that any bank account will be approved.

If you send us feedback, comments, or suggestions about the Services (“Feedback”), you agree that we may use it for any purpose without any obligation to you.

You are solely responsible for the accuracy, legality, and content of any information you submit through the Services (“Your Content”). As between you and OpenCompany, you own Your Content. You grant us a non-exclusive, worldwide, royalty-free license to use, store, and process Your Content solely to provide and improve the Services, and to disclose aggregated, de-identified data derived from Your Content for any purpose, provided it does not identify you or any third party.

OpenCompany offers formation and compliance services across the following tiers:

• Formation Only — a one-time fee of $149–$199 (plus state filing fees) to prepare and submit your Articles of Organization or Incorporation.
• Essentials — $49/month, adding registered agent service, compliance reminders, and document storage on top of formation.
• Full Suite — $99/month, adding bookkeeping support, priority support, and expanded compliance tooling.

Exact pricing for your entity type and state is shown before checkout. State filing fees are a pass-through cost charged by the state government and are not retained by OpenCompany; once submitted to the state, they are not refundable under any circumstances, including if the state rejects the filing due to inaccurate information you provided. Our service fees may change from time to time; where a change affects an active subscription, we will provide at least 30 days' notice before the new price takes effect.

All payments are processed through Stripe, a PCI-DSS Level 1 compliant payment processor. OpenCompany does not collect or store your full card number, CVV, or other sensitive card details — that information is handled entirely by Stripe.

If a payment fails (for example, due to insufficient funds or an expired card), we will attempt to notify you and give you the opportunity to update your payment method. If payment is not resolved within 7 days of the failure, the associated order may be automatically cancelled. Subscription plans (Essentials and Full Suite) bill automatically each month on your renewal date until cancelled. By providing a payment method, you authorize us to charge it for all fees due as they become payable.

• Formation service fee: refundable in full if you request a refund within 48 hours of purchase and we have not yet begun preparing or submitting your filing.
• State filing fee: non-refundable once it has been submitted to the Secretary of State (or equivalent state office), because the state itself does not return this fee to us.
• Registered agent fee: non-refundable for the current service year once the year has begun.
• Subscriptions (Essentials, Full Suite): you may cancel at any time from your account settings; cancellation takes effect at the end of the current billing period, and we do not provide partial-month refunds.

To request a refund, contact legal@opencompany.com with your order number.

The Services may link to or rely on third parties — including state filing offices, the IRS, registered agent partners, and banking institutions — to complete part of your order. These third parties are not under OpenCompany's control, and we are not responsible for their acts, omissions, availability, or decisions (including a bank's decision to approve or decline an account application). Where you interact with a third-party service linked from the Services, that party's own terms and privacy practices apply.

OpenCompany is not a law firm or accounting firm and does not provide legal representation, legal advice, or formal tax preparation services. Using the Services does not create an attorney-client or accountant-client relationship between you and OpenCompany or anyone acting on its behalf. Nothing we publish, send, or display through the Services — including entity-type comparisons, state fee summaries, compliance reminders, or bookkeeping and tax guidance — constitutes legal, tax, or accounting advice.

Bookkeeping support included in the Full Suite plan covers transaction categorization and invoicing tools; it is not an audit, review, or attestation, and does not include the preparation or filing of tax returns. For complex legal or tax questions, including questions about liability, taxation, immigration, securities, or multi-jurisdictional structuring, you should consult a licensed attorney or accountant. OpenCompany is not responsible for filings that are rejected, delayed, or invalidated as a result of inaccurate, incomplete, or outdated information that you provided.

All content, design, trademarks, and software that make up the Services — including the OpenCompany name and logo, the wizard flow, and our underlying software — are owned by OpenCompany or its licensors and are protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable license to use the Services for your own business purposes.

You may not copy, modify, reverse-engineer, resell, or redistribute any part of the Services without our prior written consent. You retain full ownership of the formation documents, business records, and other materials you upload or that are generated specifically for your entity.

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OPENCOMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE.

To the maximum extent permitted by law, OpenCompany will not be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits or lost business opportunities, arising from your use of the Services. Our total liability for any claim relating to the Services is limited to the amount you paid to OpenCompany in the 12 months preceding the claim. We are not responsible for delays caused by the Internal Revenue Service, a Secretary of State's office, a bank, or any other third-party government agency or institution outside our control. Some jurisdictions do not allow the exclusion of certain warranties or the limitation of certain damages, so some of the above limitations may not apply to you.

You agree to indemnify and hold harmless OpenCompany, its officers, employees, and partners from any claims, damages, or expenses (including reasonable attorneys' fees) arising out of: (a) information you submitted that was inaccurate or misleading; (b) your violation of these Terms; or (c) your violation of any law or third-party right in connection with your use of the Services.

To the extent permitted by law, you release OpenCompany from claims arising out of your interactions with other Services users or with third parties linked from the Services (see Section 12), including any dispute over those interactions.

OpenCompany may suspend or terminate your account if you violate these Terms, engage in fraudulent activity, or fail to pay amounts owed. You may cancel your account and stop using the Services at any time from your account settings or by contacting us.

After termination, we retain your account data for 90 days in case you wish to reactivate or export it, after which it is permanently deleted — except for records we are legally required to retain (see our Privacy Policy). Sections 2, 8, 10, 11, and 13–21 of these Terms survive termination.

Please read this section carefully. It affects your rights, including your right to go to court and your right to a jury trial.

Before filing a claim, you agree to first contact us at legal@opencompany.com with a written description of the dispute so we can attempt to resolve it informally. If we can't resolve the dispute within 30 days, you and OpenCompany agree that any claim or dispute arising out of or relating to these Terms or the Services — except claims that qualify for small-claims court, and claims for infringement or misappropriation of intellectual property — will be resolved by binding individual arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules, rather than in court.

Jury trial waiver. You and OpenCompany each waive the right to a jury trial for any covered claim, electing instead to have it resolved by an arbitrator.

Class action waiver. All claims must be brought on an individual basis. Neither you nor OpenCompany may bring a claim as a plaintiff or class member in any purported class, consolidated, or representative proceeding.

Either party may bring an individual claim in small-claims court, and either party may seek emergency injunctive relief in court to preserve the status quo pending arbitration. This Arbitration Agreement, and these Terms generally, are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-law principles.

We may update these Terms from time to time as our Services evolve. For material changes, we will notify you by email at least 30 days before the change takes effect. Your continued use of the Services after a change becomes effective constitutes your acceptance of the updated Terms.

By using the Services, you consent to receive communications from OpenCompany electronically — through the Services, by email, or otherwise. You agree that any notice, agreement, or disclosure we provide electronically satisfies any legal requirement that such communication be in writing.

These Terms constitute the entire agreement between you and OpenCompany regarding the Services. If any provision of these Terms is found unenforceable, the remaining provisions remain in full effect. Our failure to enforce any right or provision is not a waiver of that right. You may not assign these Terms without our prior written consent; we may assign these Terms freely, including in connection with a merger or acquisition. Nothing in these Terms creates a partnership, joint venture, or employment relationship between you and OpenCompany.

Questions about these Terms can be sent to legal@opencompany.com. Our registered mailing address is available on request.