These Terms of Service (the “Terms”) govern your access to and use of the encoderio website, dashboard, and related services (collectively, the “Services”). By creating an account, purchasing a package, or otherwise using the Services, you agree to be bound by these Terms. If you do not agree, do not use the Services.
1. Who we are; not legal or tax advice
encoderio is a business‑formation and compliance facilitation service. encoderio is not a law firm, accounting firm, registered agent, or financial institution, and we do not provide legal, tax, accounting, or investment advice. We prepare and submit documents at your direction and act as your filing agent. Information on the Services is provided for general informational purposes only and is not a substitute for advice from a licensed attorney or certified public accountant. You should consult a qualified professional about your specific situation.
2. The Services
Depending on the package or add‑ons you purchase, the Services may include facilitating: US limited liability company (LLC) formation with a Secretary of State; obtaining a federal Employer Identification Number (EIN) from the IRS; introductions and application assistance for US business bank accounts; Individual Taxpayer Identification Number (ITIN) applications; operating agreements; and annual tax‑filing and compliance support.
We facilitate these processes; we do not control, and cannot guarantee the outcome of, any decision made by a government agency, bank, or other third party. Approval, timelines, and eligibility are determined solely by those third parties.
3. Eligibility and your account
You must be at least 18 years old and able to form a binding contract. You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account. Notify us promptly of any unauthorized use.
4. Your responsibilities
- Provide accurate, complete, and up‑to‑date information, including identity and ownership details required for KYC and government filings.
- Use the Services only for lawful purposes and not to facilitate fraud, money laundering, sanctions evasion, or any illegal activity.
- Confirm that forming a US company and the related tax obligations are appropriate for you in your home jurisdiction.
- Respond promptly to requests for information so that filings are not delayed.
You are solely responsible for your company’s ongoing legal, tax, and regulatory obligations, including filing the correct returns (e.g., IRS Forms 1120 and 5472 for many foreign‑owned single‑member LLCs) and paying any taxes or fees when due.
5. Fees, government fees, and taxes
Service fees are shown before checkout. State filing fees and certain third‑party or government fees are passed through to you at cost and are charged in addition to our service fees. You are responsible for any taxes associated with your purchase. All amounts are in US dollars unless stated otherwise.
6. Refunds and cancellation
You may request cancellation of a service before we begin work on it. Once a filing has been submitted to a government agency or other third party, the associated government fees and the work performed are non‑refundable, because those amounts have already been incurred on your behalf. Where work has not yet started, we will refund the service fee less any third‑party costs already incurred. Subscriptions renew automatically and can be cancelled at any time through the billing portal; cancellation takes effect at the end of the current period.
7. Third‑party services
The Services rely on third parties, including government agencies, registered agents, banks, and our payment processor (Stripe) and infrastructure provider (Supabase). Your use of those services may be subject to their own terms. We are not responsible for the acts, omissions, policies, or decisions of any third party.
8. Turnaround and no guarantee of approval
Any stated timelines are estimates only and depend on government and third‑party processing times. We do not guarantee that a company name will be available, that an EIN, ITIN, or bank account will be issued, or that any filing will be accepted.
9. Intellectual property
The Services, including all software, text, and design, are owned by encoderio 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. Documents we prepare specifically for you (such as your operating agreement) are yours to use for your company.
10. Disclaimers
The Services are provided “as is” and “as available” without warranties of any kind, whether express or implied, including warranties of merchantability, fitness for a particular purpose, and non‑infringement. We do not warrant that the Services will be uninterrupted, error‑free, or that any particular result will be achieved.
11. Limitation of liability
To the maximum extent permitted by law, encoderio and its officers, employees, and agents will not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or goodwill. Our total liability for any claim arising out of or relating to the Services will not exceed the amount of service fees you paid to us for the specific service giving rise to the claim in the twelve months before the claim.
12. Indemnification
You agree to indemnify and hold encoderio harmless from any claims, losses, liabilities, and expenses (including reasonable legal fees) arising out of your use of the Services, your violation of these Terms, or your violation of any law or the rights of a third party.
13. Termination
We may suspend or terminate your access to the Services if you breach these Terms, if required by law, or to protect the Services or other users. You may stop using the Services at any time. Sections that by their nature should survive termination will survive.
14. Governing law and disputes
These Terms are governed by the laws of the State of Wyoming, USA, without regard to conflict‑of‑law rules. Any dispute will be resolved in the state or federal courts located in Wyoming, and you consent to their jurisdiction, unless applicable law requires otherwise.
15. Changes to these Terms
We may update these Terms from time to time. If we make material changes, we will update the “Last updated” date and, where appropriate, notify you. Your continued use of the Services after changes take effect constitutes acceptance of the revised Terms.
16. Contact
Questions about these Terms? Contact us at legal@encoderio.com.