EntityStack Terms of Use

1. Acceptance of Terms

These Terms of Use (these "Terms") are a binding agreement between EntityStack, LLC, an Ohio Limited Liability Company with its principal place of business at P.O. Box 61, Powell Ohio 43065 ("EntityStack," "we," "us," or "our"), and the law firm or other professional service organization identified on the applicable order form or account registration (the "Firm," "you," or "your"), governing access to and use of EntityStack's software-as-a-service platform for creating, organizing, tracking, and managing records relating to corporate and business entities, together with the associated website located at www.entitystack.us (collectively, the "Service").

By (a) subscribing to this Service, (b) accessing or using the Service, or (c) authorizing a User to do so, the Firm accepts and agrees to be bound by these Terms and by our Privacy Policy, which is incorporated into these Terms by reference. The individual accepting these Terms on behalf of a Firm represents that they are authorized to bind the Firm to these Terms. If you do not agree to these Terms, you must not access or use the Service.

You must be at least 18 years old and capable of forming a binding contract to use the Service. The Service is intended solely for business use by professional service organizations and their personnel and is not intended for personal, household, or consumer use.

2. Definitions

"Authorized User" or "User" means an individual whom a Firm authorizes to access and use the Service on its behalf, such as an attorney, paralegal, support personnel or corporate or administrative staff member.

"Entity Information" means information about a corporate or business entity that a Firm or its Users input, upload, import, or otherwise submit to or generate within the Service.

"Firm Content" means Entity Information and any other data, files, notes, or materials that a Firm or its Users submit to, upload to, or store within the Service.

"Order Form" means an ordering document, online purchase flow, or similar document specifying the subscription plan, fees, and term applicable to a Firm.

"Documentation" means EntityStack's user guides and help materials made generally available for the Service.

3. Accounts and Authorized Users

A Firm may authorize its personnel to access the Service as Users and is responsible for designating one or more account administrators to manage User access, permissions, and deactivation. The Firm is responsible for all activities that occur under its account and its Users' credentials, whether or not authorized, except to the extent caused by EntityStack's failure to meet its security obligations under these Terms.

Each User must maintain the confidentiality of their login credentials and must not share credentials with any other person. The Firm must promptly notify EntityStack of any known or suspected unauthorized access to or use of the Service. EntityStack is not liable for any loss or damage arising from the Firm's or a User's failure to safeguard credentials.

Users access the Service solely as representatives of, and on behalf of, the Firm that authorized them. A User's rights under these Terms terminate automatically upon the earlier of the Firm's deactivation of the User's account or termination of these Terms.

4. Subscription, Fees, and Payment

Fees for the Service are set forth in the applicable Order Form or the pricing published on the Site at the time of purchase. Unless otherwise specified, subscription fees are billed in advance on an annual or monthly basis and are non-refundable except as expressly provided in these Terms or as required by applicable law.

Unless the Firm cancels its subscription in accordance with the applicable Order Form or account settings prior to the end of the then-current subscription term, the subscription will automatically renew for successive terms of equal length at EntityStack's then-current fees. EntityStack may change its fees effective upon renewal by providing at least 30 days' notice prior to the renewal date.

The Firm is responsible for all sales, use, value-added, and similar taxes associated with its subscription, other than taxes based on EntityStack's net income. If any amount owed is not received by its due date, EntityStack may, in addition to any other remedies, charge interest at the lesser of 1.5% per month or the maximum rate permitted by law, and may suspend the Firm's access to the Service until all amounts due are paid in full, provided EntityStack gives at least 10 days' prior written notice of any suspension for non-payment.

5. Firm Content and Entity Information

(a) Ownership. As between EntityStack and the Firm, the Firm retains all right, title, and interest in and to Firm Content, including all Entity Information the Firm or its Users submit to the Service. EntityStack acquires no ownership rights in Firm Content.

(b) License to EntityStack. The Firm grants EntityStack a non-exclusive, worldwide, royalty-free license to host, store, copy, transmit, display, and otherwise use Firm Content solely (a) to provide, maintain, support, and secure the Service for the Firm, (b) to comply with applicable law, and (c) to create and use Aggregated Data (defined below) as provided in Section 5(d) and in our Privacy Policy.

(c) Firm Responsibility for Firm Content. The Firm is solely responsible for the accuracy, quality, legality, and appropriateness of all Firm Content, and represents and warrants that it has, and will maintain, all rights, licenses, consents, and legal bases necessary to submit Firm Content to the Service, including any personal information about officers, directors, managers, members, beneficial owners, or other individuals contained in Entity Information, and that its submission and EntityStack's use of Firm Content as permitted by these Terms will not violate any applicable law or any right of a third party.

(d) Aggregated and De-Identified Data. ("Aggregated Data") EntityStack may create and use data derived from Firm Content that has been aggregated and/or de-identified such that it does not identify the Firm, any individual, or any specific entity, for any lawful business purpose, including benchmarking, analytics, and developing, training, and improving EntityStack's products and any machine-learning or artificial-intelligence models, without restriction and without compensation to the Firm. EntityStack owns all right, title, and interest in Aggregated Data.

(e) No Warranty on Accuracy of Entity Information. Much of the Entity Information within the Service is entered by Firms and Users or is derived from third-party and public-record sources, and EntityStack does not independently verify, and makes no representation or warranty regarding the accuracy, completeness, or currency of, any Entity Information, whether entered by a Firm, a User, or sourced from a public record or government database.

6. License to Use the Service; Restrictions

Subject to the Firm's and its Users' compliance with these Terms and payment of applicable fees, EntityStack grants the Firm a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription term for its Authorized Users to access and use the Service and Documentation solely for the Firm's internal business purposes.

The Firm shall not, and shall not permit any User or third party to:

• License, sublicense, sell, resell, rent, lease, transfer, distribute, or otherwise commercially exploit the Service or make it available to any third party other than Authorized Users;
• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, algorithms, or underlying structure of the Service, except to the extent such restriction is prohibited by applicable law;
• Modify, adapt, or create derivative works based on the Service;
• Use the Service to build or support, or assist a third party in building or supporting, products or services competitive with EntityStack;
• Conduct or disclose any performance, security, or vulnerability testing or benchmarking of the Service without EntityStack's prior written consent;
• Use any robot, spider, scraper, or other automated means to access the Service except through EntityStack's published application programming interfaces, if any, and in accordance with their applicable terms;
• Remove, obscure, or alter any proprietary notices on or in the Service or Documentation; or
• Use the Service in violation of any applicable law, in a manner that infringes any third party's intellectual property or other rights, or to store or transmit any malicious code.

7. Acceptable Use

The Firm is responsible for ensuring that its and its Users' use of the Service complies with all applicable laws and professional conduct rules applicable to the Firm's practice. Without limiting Section 6, the Firm shall not use the Service to store, process, or transmit any information the Firm is not legally permitted to collect or disclose, or in any manner that could subject EntityStack to liability under applicable law.

8. Professional Responsibility; Not Legal Advice

EntityStack is a technology provider. EntityStack is not a law firm, does not practice law, and does not provide legal advice, and no content, feature, deadline, calculation, or output of the Service constitutes legal advice or a substitute for the independent professional judgment of the Firm and its attorneys. EntityStack is not a party to, and assumes no responsibility for, any attorney-client relationship between a Firm and its clients.

Each Firm is solely responsible for evaluating whether, and on what terms, its use of the Service — including its storage of client-related Entity Information with EntityStack as a third-party service provider — is consistent with its obligations under applicable rules of professional conduct (including rules concerning client confidentiality, competence in the use of technology, and the retention of third-party vendors), and for obtaining any client consent required in connection with its use of the Service. The Firm acknowledges that it, and not EntityStack, bears sole responsibility for determining what information is appropriate to submit to the Service.

9. Third-Party Services and Integrations

The Service may enable integrations or links to third-party websites, data sources (such as secretary of state filing portals), or services that a Firm elects to enable ("Third-Party Services"). EntityStack does not control and is not responsible for Third-Party Services, and the Firm's use of any Third-Party Service is subject to the terms and privacy policy of the applicable third party. EntityStack disclaims all liability arising from the Firm's or a User's use of any Third-Party Service.

10. Confidentiality

"Confidential Information" means non-public information disclosed by either party to the other that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including Firm Content, the Service's non-public features and pricing, and the terms of these Terms. Each party will use the other party's Confidential Information solely to exercise its rights and perform its obligations under these Terms, will protect it using at least the same degree of care it uses to protect its own confidential information of similar importance (and in no event less than reasonable care), and will not disclose it to any third party except to its employees, contractors, and advisors who need to know it and are bound by confidentiality obligations at least as protective as those in this Section.

These confidentiality obligations do not apply to information that: (a) is or becomes publicly available without breach of these Terms; (b) was rightfully known to the receiving party without restriction before disclosure; (c) is rightfully received from a third party without restriction; (d) is independently developed without use of the disclosing party's Confidential Information; or (e) is required to be disclosed by law or court order, provided the receiving party gives the disclosing party reasonable advance notice where legally permitted.

11. Intellectual Property

Except for the limited rights expressly granted to the Firm in these Terms, EntityStack and its licensors retain all right, title, and interest in and to the Service, the Documentation, and all software, technology, designs, know-how, and other intellectual property embodied therein, including all improvements, enhancements, and derivative works, and all Aggregated Data described in Section 5(d). No rights are granted to the Firm other than as expressly set forth in these Terms.

Feedback. If the Firm or any User provides EntityStack with suggestions, ideas, or feedback regarding the Service, EntityStack may use and incorporate such feedback into the Service or any other EntityStack product or service without restriction or obligation to the Firm or User, and without compensation.

Trademarks. Subject to the Firm's prior written consent (not to be unreasonably withheld), EntityStack may identify the Firm as a customer and use the Firm's name and logo on the Site and in marketing materials solely to indicate that the Firm is a customer of EntityStack. Either party may revoke this permission with respect to future use by written notice to the other.

12. Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICE AND DOCUMENTATION ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. ENTITYSTACK, ON BEHALF OF ITSELF AND ITS LICENSORS, DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. ENTITYSTACK DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE OR ENTITY INFORMATION WILL MEET THE FIRM'S REQUIREMENTS OR EXPECTATIONS.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the exclusions in this Section may not apply to the Firm to the extent prohibited by applicable law.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ENTITYSTACK OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ENTITYSTACK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ENTITYSTACK'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS AND THE SERVICE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE FIRM TO ENTITYSTACK FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The limitations in this Section will not apply to (a) either party's indemnification obligations under Section 14; (b) the Firm's payment obligations; (c) either party's gross negligence or willful misconduct; or (d) any liability that cannot be limited or excluded under applicable law. The parties acknowledge that the limitations in this Section reflect a reasonable allocation of risk and form an essential basis of the bargain between the parties.

14. Indemnification

By the Firm. The Firm will defend, indemnify, and hold harmless EntityStack and its officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Firm Content, including any claim that Firm Content, or EntityStack's authorized use of it under these Terms, infringes, misappropriates, or violates any third party's rights or any applicable law; (b) the Firm's or any User's use of the Service in violation of these Terms or applicable law; or (c) the Firm's breach of Section 5(c) (Firm Responsibility for Firm Content).

By EntityStack. EntityStack will defend, indemnify, and hold harmless the Firm from and against any third-party claim alleging that the Service, as provided by EntityStack and used in accordance with these Terms, infringes such third party's United States patent, copyright, or trademark, and will pay the resulting costs, damages, and reasonable attorneys' fees finally awarded, or agreed to in settlement, provided the Firm promptly notifies EntityStack of the claim, gives EntityStack sole control of the defense and settlement, and provides reasonable cooperation. This Section does not apply to claims arising from (i) Firm Content, (ii) modification of the Service not made by EntityStack, or (iii) use of the Service in combination with products or services not provided by EntityStack, where the claim would not have arisen but for such combination. If the Service becomes, or EntityStack believes it is likely to become, the subject of such a claim, EntityStack may, at its option, procure the right to continue using the Service, replace or modify it to be non-infringing, or terminate the affected subscription and refund any prepaid, unused fees. This Section states EntityStack's entire liability, and the Firm's sole remedy, for infringement claims.

The party seeking indemnification must promptly notify the indemnifying party of the claim, provided that failure to promptly notify will relieve the indemnifying party of its obligations only to the extent it is prejudiced by the delay.

15. Term and Termination

These Terms remain in effect for as long as the Firm maintains an active subscription to the Service, plus any additional period during which any provision of these Terms is intended to survive (see Section 22).

Termination for Convenience. Either party may decline to renew a subscription by providing notice in accordance with Section 4 and the applicable Order Form.

Termination for Cause. Either party may terminate these Terms immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within 30 days after receiving written notice of the breach (or immediately, in the case of the Firm's failure to pay undisputed fees when due, subject to Section 4's notice requirement). EntityStack may also suspend or terminate the Firm's access to the Service immediately, without prior notice, if EntityStack reasonably believes such action is necessary to prevent harm to the Service, other customers, or third parties, or to comply with applicable law.

Effect of Termination. Upon termination or expiration of these Terms, the Firm's right to access and use the Service will immediately cease. EntityStack will make Firm Content available for export for 30 days following termination, after which EntityStack may delete or de-identify such Firm Content in accordance with its standard data-retention practices and the Privacy Policy. Sections 2, 5(a), 5(d), 5(e), 6 (restrictions), 8 through 14, 16 through 23 will survive any termination or expiration of these Terms.

16. Suspension

In addition to any other suspension rights in these Terms, EntityStack may temporarily suspend the Firm's or any User's access to all or part of the Service if EntityStack reasonably determines that (a) there is a threat to the security, integrity, or availability of the Service; (b) the Firm or a User is using the Service in violation of Section 6 or 7; or (c) suspension is necessary to comply with applicable law. EntityStack will use commercially reasonable efforts to limit the suspension to what is reasonably necessary to address the issue and to restore access promptly once the issue is resolved.

17. Governing Law; Dispute Resolution

Arbitration. These Terms and any dispute arising out of or relating to these Terms or the Service will be governed by the laws of the State of Ohio, without regard to its conflict-of-laws principles. Any dispute, claim, or controversy arising out of or relating to these Terms or the Service that cannot be resolved through good-faith negotiation within 30 days will be resolved by binding arbitration administered by the American Arbitration Association under its then-current commercial arbitration rules, conducted by a single arbitrator in Ohio, with judgment on the award enforceable in any court of competent jurisdiction. Each party will bear its own costs and attorneys' fees, except as the arbitrator may otherwise award. The parties may seek interim injunctive relief in a court of competent jurisdiction pending the outcome of arbitration.

THE PARTIES AGREE THAT ANY ARBITRATION OR PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.

18. Force Majeure

Neither party will be liable for any delay or failure to perform its obligations (other than payment obligations) under these Terms resulting from causes beyond its reasonable control, including acts of God, natural disaster, war, terrorism, civil unrest, labor disputes, governmental action, internet or telecommunications failures, or failures of third-party hosting or infrastructure providers.

19. Changes to These Terms and the Service

EntityStack may modify these Terms from time to time by posting updated Terms with a new "Last Updated" date. For material changes that reduce the Firm's rights, EntityStack will provide at least 30 days' notice (for example, by email to the Firm's account administrator or a notice within the Service) before the change takes effect. The Firm's continued use of the Service after the effective date of any revision constitutes acceptance of the revised Terms. EntityStack may also modify, update, or discontinue features of the Service from time to time, provided EntityStack will not materially reduce the core functionality of the Service during a paid subscription term without a corresponding fee adjustment or notice as required by applicable law.

20. Export Control and Compliance

The Firm will comply with all applicable export control and economic sanctions laws and regulations in its use of the Service, and represents that it is not located in, and will not use the Service in, any country or region subject to comprehensive U.S. sanctions, and is not a person designated on any U.S. government restricted-party list.

21. Assignment

The Firm may not assign or transfer these Terms, in whole or in part, without EntityStack's prior written consent, except that the Firm may assign these Terms without consent in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee agrees in writing to be bound by these Terms. EntityStack may assign these Terms in its entirety, without consent, in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets. Any attempted assignment in violation of this Section is void. These Terms bind and inure to the benefit of the parties and their permitted successors and assigns.

22. General Provisions

Entire Agreement. These Terms, together with the Privacy Policy and any applicable Order Form, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous agreements, proposals, or representations, written or oral, regarding the Service. In the event of a conflict between these Terms and an Order Form, the Order Form controls solely with respect to the subject matter it expressly addresses.

Severability. If any provision of these Terms is held unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

No Waiver. No failure or delay by either party in exercising any right under these Terms will operate as a waiver of that right.

Independent Contractors. The parties are independent contractors, and these Terms do not create a partnership, joint venture, agency, or employment relationship.

Notices. EntityStack may provide notices to the Firm by email to the account administrator's email address on file or through a notice within the Service. The Firm may provide notices to EntityStack by email to support@entitystack.us, with a copy by mail to the address in Section 23.

Survival. Any provision of these Terms that by its nature should survive termination or expiration (including Sections 5(a), 5(d), 5(e), 6, 8 through 14, and 17 through 22) will survive.

23. Contact Us

Questions about these Terms may be directed to: