Terms of Service

These Terms of Service ("Terms") govern your access to and use of formation.uptonova.com (the "Site") and the company-formation, Employer Identification Number (EIN), registered-agent, document, e-signature, and compliance services provided by UpToNova, LLC ("UpToNova", "we", "us", or "our") (collectively, the "Services"). By creating an account, placing an order, or otherwise using the Services, you agree to these Terms. If you do not agree, do not use the Services.

1. Eligibility

You must be at least 18 years old and able to form a binding contract to use the Services. By using the Services you represent that the information you provide is accurate and that you are authorised to act for any company or person on whose behalf you place an order.

2. The Services

UpToNova prepares and submits company-formation and related filings based on the information you provide. Depending on the plan you select, the Services may include preparing and filing formation documents in Wyoming or Delaware, obtaining an EIN, providing a registered agent, generating company documents (such as operating agreements), in-app electronic signing, a document vault, and a compliance calendar. We may add, change, or discontinue features over time.

The Services are performed with human professional involvement. Our specialists manually review, prepare, and submit formation documents and EIN applications to the appropriate federal and state government authorities on your behalf. The Services constitute professional corporate formation support and manual legal-document preparation. They do not constitute automated software, a digital platform, or Electronically Supplied Services (ESS), and the website is the means by which you instruct us to perform that professional work, not the product itself.

3. Not legal, tax, or financial advice; no attorney–client relationship

UpToNova is not a law firm, accounting firm, or financial adviser, and is not a substitute for the advice of a licensed attorney, accountant, or tax professional. Use of the Services does not create an attorney–client relationship. Information and documents we provide are for general business and operational purposes and do not constitute legal, tax, or accounting advice. You are responsible for determining the right structure for your business and for your own tax and legal obligations, including in your country of residence. We may, at your direction, help connect you with independent professionals.

4. Your responsibilities

• Provide accurate, complete, and current information, and keep it up to date.
• Use the Services and any company you form only for lawful purposes and in compliance with applicable laws.
• Comply with identity-verification, anti-money-laundering (AML), and "know your customer" (KYC) requirements, and provide supporting documents when requested.
• Maintain the confidentiality of your account credentials and accept responsibility for activity under your account.
• Meet ongoing obligations of any company you form, including annual reports, registered-agent renewals, and federal and state tax filings, whether or not we remind you of them.

5. Prohibited and high-risk businesses

You may not use the Services for any illegal activity or for businesses we determine to be prohibited or high-risk. We review business descriptions and may decline, pause, or cancel an order, or refuse to proceed, where we believe a business is unlawful, fraudulent, sanctioned, or otherwise outside our acceptable-use criteria. We may report activity where required by law.

6. Third-party services and outcomes

The Services depend on third parties we do not control, including state filing offices, the US Internal Revenue Service, our registered-agent and filing partners, banks and financial-technology providers, and our payment processor. Processing times, approvals, EIN issuance, and bank-account or payment-processor approvals are determined by those third parties. We do not guarantee any specific timeline, approval, or outcome, including that any bank or payment processor will open or maintain an account for you. Government and third-party fees are set by those parties and are separate from our service fee.

7. Fees and payment

Fees for the Services are shown before checkout and are charged through our payment processor. Prices are typically a flat service fee plus applicable state filing fees and any third-party costs. Some items (such as registered-agent service and state annual reports) renew periodically and may be billed separately. You authorise us and our payment processor to charge the payment method you provide for the Services you order and any renewals you agree to. You are responsible for all government fees, taxes, and renewal costs associated with your company.

Two fee components. All pricing displayed on our website is broken down into two distinct components: (a) Service Fees — payment for our professional labour, document preparation, and compliance support; and (b) Government & Third-Party Fees — pass-through reimbursements collected from you and paid directly to government entities (for example, the Delaware Division of Corporations) or third-party providers (for example, registered agents). You acknowledge that Government & Third-Party Fees are collected strictly as a reimbursement mechanism and are entirely non-refundable once the filing process has been initiated with the state or the third-party vendor.

Registered-agent service and automatic renewal. If your purchased package includes registered-agent service, you authorise UpToNova to establish an annual recurring charge on your payment method. The registered-agent service will automatically renew every twelve (12) months at our then-current standard renewal rate. You may cancel automatic renewal at any time by providing at least thirty (30) days' written notice before the renewal date, provided you designate a new registered agent with the State of Delaware (or your company's state of formation) and pay any applicable state amendment fees.

Taxes and duties. Sales taxes, value-added tax (VAT), or goods-and-services tax (GST), where applicable, are calculated dynamically at checkout based on your legal billing jurisdiction and the local taxability rules governing manual professional and legal services. You are solely responsible for providing an accurate billing address. Any tax shown at checkout is determined by our payment processor's tax engine from that address; we do not separately assess or advise on your tax obligations.

8. Refunds and cancellation

You may request cancellation before we begin work on an order. Once a government filing has been submitted or a third-party fee (such as a state filing fee or registered-agent fee) has been incurred, those amounts are generally non-refundable because they are paid to third parties. Where we offer a satisfaction guarantee, its specific terms are stated at the point of sale. To request a cancellation or refund, contact us through our Support page.

9. Documents and electronic signatures

By using our electronic-signature features, you consent to do business electronically and agree that your electronic signature is legally binding to the same extent as a handwritten signature under applicable law (including the US E-SIGN Act and UETA). We retain signature audit records (such as name, email, IP address, timestamp, and a document hash) as evidence of signing. You are responsible for reviewing documents before signing them.

10. Intellectual property

The Site and Services, including their content, software, and branding, are owned by UpToNova or its licensors and are protected by intellectual-property laws. We grant you a limited, non-exclusive, non-transferable right to use the Services for your business. Documents we prepare for your company are provided for your use. You may not copy, resell, reverse-engineer, or misuse the Site or Services.

11. Disclaimers

The Services are provided "as is" and "as available", without warranties of any kind, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Services will be uninterrupted or error-free, or that any filing, EIN, bank account, or payment-processor application will be approved or completed within any particular time.

12. Limitation of liability

To the fullest extent permitted by law, UpToNova and its officers, employees, and partners will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, data, or goodwill, arising out of or relating to the Services. To the fullest extent permitted by law, our total liability for any claim relating to the Services will not exceed the amount of the service fees you paid to UpToNova for the order giving rise to the claim.

13. Indemnification

You agree to indemnify and hold harmless UpToNova and its partners from and against any claims, losses, liabilities, and expenses (including reasonable legal fees) arising out of your use of the Services, your company's activities, your violation of these Terms, or your violation of any law or third-party right.

14. Term and termination

These Terms apply while you use the Services. We may suspend or terminate your access if you breach these Terms, if required for legal or security reasons, or if you misuse the Services. You may stop using the Services at any time. Provisions that by their nature should survive termination (including fees owed, disclaimers, limitations of liability, and indemnification) will survive.

15. Governing law and disputes

These Terms are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws rules. You agree that any dispute relating to the Services will be resolved on an individual basis, and you waive any right to participate in a class action to the extent permitted by law. Nothing in these Terms limits rights you may have that cannot be waived under the mandatory law of your country of residence.

16. Changes to these Terms

We may update these Terms from time to time. When we do, we will revise the "Last updated" date above and, where appropriate, provide additional notice. Your continued use of the Services after changes take effect constitutes acceptance of the updated Terms.

17. Contact

Questions about these Terms? Reach us through our Support page.

These Terms provide general information about the Services and are not legal advice.