Terms of Service

1. Agreement to These Terms

These Terms of Service (“Terms”) are a binding agreement between you (“you” or “Customer”) and RED SOLUTIONS PRIME LLC, a Florida limited liability company doing business as State Filings (“State Filings,” “we,” “us,” or “our”), governing your use of the website located at state-filings.us (the “Site”) and the services we offer through it (the “Services”).

By accessing the Site, placing an order, creating an account, or clicking a box or button indicating acceptance, you agree to these Terms and to our Privacy Policy, which is incorporated by reference. If you do not agree, do not use the Services.

These Terms contain an arbitration agreement and class action waiver (Section 20) that affect your legal rights. Please read them carefully.

2. We Are Not a Law Firm

State Filings is a document filing and business services company. We are not a law firm, we are not attorneys, and we do not provide legal, tax, financial, or accounting advice. No attorney-client relationship is created by your use of the Services. The information on the Site is general information only and is not a substitute for the advice of a licensed attorney or tax professional. We cannot select an entity type, jurisdiction, or tax classification for you; those choices are yours alone. If you need legal or tax advice, consult a licensed professional in your state.

Communications between you and State Filings are not protected by attorney-client privilege or the work-product doctrine.

3. Our Services

We prepare and submit business formation and compliance documents — such as articles of organization, articles of incorporation, annual reports, amendments, EIN applications, and similar filings — to the appropriate state or federal agency based on the information you provide. Depending on the package and options you select, Services may also include registered agent service, compliance reminders, document templates, and other add-ons described on the Site at the time of purchase.

We act at your direction as a filing intermediary. The state or federal agency — not State Filings — decides whether to accept, reject, or require changes to any filing.

4. Your Account and Eligibility

You must be at least 18 years old and able to form a binding contract to use the Services. You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account. You agree to provide accurate, current, and complete information and to keep it updated. We may suspend or terminate accounts that provide false information or use the Services unlawfully.

5. Service Fees

Our service fee for formation packages ranges from $149 to $199, depending on the package and state you select. The exact service fee for your order is displayed on the checkout page before you submit payment, and again in your order confirmation. The service fee covers our document preparation and filing work; it does not include government filing fees (Section 6) or optional add-on services (Sections 7–8), which are itemized separately.

All fees are stated in U.S. dollars. Prices shown on the Site may change at any time, but changes will not affect orders already placed.

6. Government (State) Fees

State and federal agencies charge their own filing fees, which are separate from, and in addition to, our service fee. The applicable government fee for your filing is disclosed to you before you complete checkout, based on the state and filing type you select.

By placing an order, you authorize us to charge your payment method for the exact government fee amount as a separate transaction, at or around the time we submit your filing to the agency. We pass this fee through to the agency on your behalf; we do not mark it up. Because government fees occasionally change without notice, if the actual fee differs from the amount quoted at checkout we will (a) charge the lower actual amount, or (b) if the actual amount is higher, contact you for approval before charging the difference.

Government fees are generally non-refundable once paid to the agency, even if your filing is rejected or you cancel your order, because agencies do not return them to us.

7. Registered Agent Service & Automatic Renewal

Registered agent service is an optional, separately billed service. It is not included in your formation service fee unless your package description expressly says so.

If you cancel or your registered agent service lapses, you are responsible for appointing a replacement registered agent with your state. Failure to maintain a registered agent can result in your company losing good standing or being administratively dissolved by the state. We may resign as your registered agent, following any notice procedure required by state law, if your service is cancelled or unpaid.

8. Optional Add-On Services

After checkout, we may offer optional add-on services (for example, EIN filing assistance, operating agreement templates, compliance packages, or expedited processing). Add-ons are never charged automatically. Each add-on is billed as a separate transaction only after (a) its price and terms are displayed to you, and (b) you affirmatively select it and confirm the purchase on the Billing Authorization & Consent page. Any add-on that renews automatically will state its renewal price, frequency, and cancellation method before you agree, and is subject to the same cancellation rights described in Section 10.

9. Payment Authorization; Card on File

When you place an order you provide a payment method and authorize us (through our payment processor) to charge it for: (a) the service fee shown at checkout; (b) the government filing fee disclosed at checkout, as a separate pass-through transaction (Section 6); and (c) any optional services you subsequently and separately authorize on the Billing Authorization & Consent page (Sections 7–8).

We store your payment credentials with our PCI-compliant payment processor so we can process the authorized transactions above, including scheduled and renewal charges. We will not charge your payment method for any product or service you have not authorized. You represent that you are the authorized holder of the payment method. If a charge is declined, we may retry it and/or contact you; unpaid balances may result in suspension of Services.

10. Cancellation of Recurring Services

You may cancel any automatically renewing service (including registered agent service) at any time through a simple cancellation mechanism:

• Online: log in to your account dashboard and click “Cancel” on the service — no phone call required; or
• Email: send a cancellation request to [SUPPORT EMAIL] from the email address on your account.

Cancellation stops future renewal charges. If you cancel before your first scheduled charge (e.g., within the 3-day window before the first registered agent billing), you will not be charged. If you cancel after a term has been paid, the service continues through the end of the paid term unless you request earlier termination; see Section 11 for refund treatment.

11. Refund Policy

• Service fee: refundable in full if you cancel your order before we submit your filing to the state. Once submitted, the service fee is non-refundable because the work has been performed.
• Government fees: non-refundable once paid to the agency (Section 6). If we have not yet paid the agency when you cancel, we will not charge the government fee or will refund it if already charged.
• Registered agent service: refundable in full within [30] days of any charge (first or renewal) if you cancel in that window. After that, the charge is non-refundable and service runs through the end of the paid term.
• Other add-ons: refundable before the work is performed or the deliverable is provided; non-refundable after.

To request a refund, contact [SUPPORT EMAIL]. Approved refunds are issued to the original payment method within 5–10 business days.

12. Processing Times; No Guarantee of Approval

Estimated processing times shown on the Site are estimates only and depend heavily on state workloads. We do not guarantee that any agency will accept or approve a filing, or that a filing will be completed by any particular date. We are not responsible for agency delays, rejections, name unavailability, or changes in agency requirements. If a filing is rejected due to our error, we will correct and resubmit it at no additional service charge.

13. Your Responsibilities; Accuracy of Information

You are solely responsible for the accuracy, completeness, and legality of the information you provide, including the company name, entity type, addresses, and the names of members, officers, or directors. We prepare filings based on your information as provided and are not obligated to verify it. You are responsible for your company's ongoing compliance obligations (annual reports, taxes, licenses, beneficial ownership reporting where applicable, and similar requirements), whether or not you purchase compliance services from us.

14. Electronic Signatures and Communications

You consent to transact with us electronically. Your electronic signature, click, or checkbox acceptance on the Site (including on the Billing Authorization & Consent page) has the same legal effect as a handwritten signature, consistent with the federal E-SIGN Act and applicable state law. You consent to receive disclosures, confirmations, renewal reminders, and other communications from us electronically at the email address on your account, and you agree to keep that address current. You may request paper copies or withdraw consent to electronic delivery by contacting [SUPPORT EMAIL]; withdrawing consent may limit our ability to provide the Services. To access electronic communications you need a device with a current browser and email access.

15. Intellectual Property

The Site and its content (text, graphics, logos, software, and document templates) are owned by us or our licensors and protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable license to use the Site and any purchased templates for your own business purposes. You may not resell, copy for redistribution, scrape, or reverse engineer the Site or its content.

16. Third-Party Services

The Services depend on third parties, including government agencies, payment processors, and banks. We are not responsible for the acts, omissions, fees, or policies of third parties. Links to third-party sites are provided for convenience and are not endorsements.

17. Disclaimer of Warranties

Except as expressly stated in these Terms, the Services and the Site are provided “as is” and “as available,” without warranties of any kind, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Site will be uninterrupted or error-free, or that any filing will be accepted by any agency.

18. Limitation of Liability

To the maximum extent permitted by law, State Filings and its owners, officers, employees, and agents will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost data, or loss of business opportunity, arising out of or relating to the Services, even if advised of the possibility. To the maximum extent permitted by law, our total aggregate liability arising out of or relating to the Services will not exceed the amounts you paid to us (excluding government fees) in the twelve (12) months preceding the event giving rise to the claim.

Some jurisdictions do not allow certain limitations, so parts of this section may not apply to you. Nothing in these Terms limits liability that cannot be limited by law.

19. Indemnification

You agree to indemnify and hold harmless State Filings from claims, damages, and reasonable attorneys' fees arising out of (a) information you provide that is inaccurate or unlawful, (b) your breach of these Terms, or (c) your business's operations or compliance failures, except to the extent caused by our own error or misconduct.

20. Arbitration Agreement & Class Action Waiver

Please read this section carefully. It requires individual arbitration of most disputes and waives jury trials and class actions.

20.1 Informal resolution first

Before filing arbitration, you and we agree to try to resolve any dispute informally: send a written description of the dispute to [SUPPORT EMAIL] (or we will send one to your account email), and both parties will negotiate in good faith for 30 days.

20.2 Agreement to arbitrate

Any dispute arising out of or relating to these Terms or the Services that is not resolved informally will be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules, rather than in court. The Federal Arbitration Act governs this section. The arbitrator may award the same individual relief a court could award. Judgment on the award may be entered in any court of competent jurisdiction. Arbitration will be conducted by videoconference or, at your election, in your county of residence. We will pay AAA filing, administration, and arbitrator fees to the extent required by the AAA Consumer Rules; each party bears its own attorneys' fees unless applicable law provides otherwise.

20.3 Exceptions

Either party may (a) bring an individual claim in small claims court, or (b) seek injunctive relief in court to protect intellectual property. Nothing in this section prevents you from filing a complaint with a government agency (such as the FTC or your state attorney general).

20.4 Class action waiver

You and we each waive the right to a jury trial and agree that disputes will be resolved only on an individual basis, not as a plaintiff or class member in any class, consolidated, or representative action.

If the class action waiver is found unenforceable as to a particular claim, that claim (and only that claim) shall proceed in court, and the remainder shall be arbitrated.

20.5 30-day opt-out

You may opt out of this arbitration agreement, with no effect on any other part of these Terms, by emailing [SUPPORT EMAIL] with the subject line “Arbitration Opt-Out,” your name, and your order number, within 30 days of first accepting these Terms.

21. Governing Law and Venue

These Terms are governed by the laws of the State of Florida, without regard to conflict-of-law rules, except that the Federal Arbitration Act governs Section 20. For any dispute not subject to arbitration, you and we consent to the exclusive jurisdiction and venue of the state and federal courts located in [COUNTY], Florida, except that either party may bring small-claims actions in the consumer's home jurisdiction. Nothing in this section deprives you of protections of the consumer laws of your state of residence to the extent those protections cannot be waived.

22. Termination

We may suspend or terminate your access to the Services for breach of these Terms, unlawful use, or non-payment, with notice where practicable. Sections that by their nature should survive termination (including Sections 6, 11, 15, and 17–21) survive.

23. Changes to These Terms

We may update these Terms from time to time. Material changes will be announced by email or a prominent Site notice at least 15 days before they take effect, and will not apply retroactively to orders already placed. Material changes to the price or terms of an automatically renewing service will be sent to you in advance with instructions on how to cancel before the change applies. Continued use of the Services after the effective date constitutes acceptance.

24. General Provisions

These Terms, together with the Privacy Policy and any order confirmations and authorization pages you accept, are the entire agreement between you and us regarding the Services. If any provision is found unenforceable, the remainder stays in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets with notice to you. Notices to you will be sent to your account email; notices to us go to the contact below.

25. Contact Us

RED SOLUTIONS PRIME LLC d/b/a State Filings
[STREET ADDRESS], [CITY], Florida [ZIP]
Email: [SUPPORT EMAIL]  •  Phone: [PHONE]