Welcome to Stellar Formation! We provide Company formation services and expert advice for startups and independent entrepreneurs. This document sets forth the legally binding terms that regulate your use of the company formation services and software offered by Stellar Formation (collectively, the “Service”). Please read the Terms of Service carefully. It is a contract between you and us.
Before we get to the legalese, here is an important disclaimer:Stellar Formation is not a law firm. We do not offer legal representation. While we consider our advice excellent, it is not legal advice, and we do not offer legal opinions, recommendations, referrals or counseling.
If we refer you to a lawyer for extra assistance, you should know that the lawyer will not be an employee or agent of Stellar Formation. At no point may Stellar Formation be held liable for acts or omissions of any lawyer performing services for you.Simply put, we cannot make an assessment of your legal issues, needs or requirements. That’s for lawyers to do.
For that reason no attorney-client relationship is formed through your use of Stellar Formation. Communications between you and Stellar Formation are not protected by the attorney-client privilege or work product doctrine. We offer explanations and guidance to give clients a general understanding of the law, as well as to provide an automated software solution to individuals who wish to form their own legal entity. Although we take every reasonable effort to ensure that the information on our website and documents are up-to-date and legally sufficient, the legal information on this site is not legal advice and is not guaranteed to be correct, complete or up-to-date.
Stellar Formation and its services are not a substitute for the advice of an attorney.That’s that. Now on to the fun stuff!
Stellar Formation LLC (“Stellar Formation,” “we,” “us,” “our”) provides users with a general understanding of the law and an automated software solution for individuals who wish to form their own legal entity (the “Service”). The Service offers general information on commonly encountered legal issues. We also provide a review of the information you provide for completeness, spelling, and for internal consistency of names, addresses and the like. At no time do we review your answers for legal sufficiency, draw legal conclusions, provide legal advice, opinions or recommendations about your legal rights, remedies, defenses, options, selection of forms, or strategies, or apply the law to the facts of your particular situation.
Our liability is subject to the limitations and exclusions described in Sections P (INDEMNITY), Q (DISCLAIMERS), and R (LIMITATION OF LIABILITY). Please read these Sections carefully because they limit your rights.
YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE WEBSITE OR SERVICE, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THIS THESE TERMS OF SERVICE (THE “TERMS”), WHETHER OR NOT YOU HAVE REGISTERED WITH THE WEBSITE. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE WEBSITE, SERVICE OR CONTENT.
YOU AGREE THAT BY USING THE SITE, ANY APPLICATIONS, AND THE SERVICES YOU ARE AT LEAST 18 YEARS OF AGE AND YOU ARE LEGALLY ABLE TO ENTER INTO A CONTRACT.
We may update these Terms at its absolute discretion from time-to-time, and unless stated otherwise by us in writing, these updates will come into effect once they are made available on the Service or otherwise notified to Users.
Accounts. Users login to the website by entering their names, email addresses, and choosing a password and username (the “User ID”). Failure to provide accurate, complete, and truthful information is a breach of these Terms.
Misuse of Account. You shall not:
We reserve the right to refuse registration of and/or cancel a User ID in our sole discretion. You are responsible for all activity that occurs on your account. You must immediately notify us of any unauthorized use of your account, or any other account related security breach of which you are aware.
Updated Information. It is your responsibility to keep your primary email address up to date so that we can communicate with you electronically. You can update your primary email address or street address at any time by logging onto the Stellar Formation website (henceforth, the “Site”). You understand and agree that if we send you an electronic Communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, we will be deemed to have provided the Communication to you effectively. Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add us to your email address book so that you will be able to view the Communications we send to you. If your email address becomes invalid such that electronic Communications sent to you by us are returned, we may deem your Account to be inactive, and you will not be able to transact any activity using your Account until we receive a valid, working primary email address from you.
Email Communications. We use email and electronic means to stay in touch with our Users. For contractual purposes, you (i) consent to receive communications from Stellar Formation via the email address you have submitted or via the Service; and (ii) agree that all Terms of Service, agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing.
Fees. All pricing plans are currently provided on the Site.Additional Service. From time to time, in our sole discretion, we reserve the right to establish and provide additional service to you beyond the basic functionality of our service. All such additional service shall be deemed a part of our service and subject to all the terms and conditions of these terms.
Ownership. The Site and the Service are owned and operated by Stellar Formation. All right, title and interest in and to the materials provided on this Site and through the Service, including but not limited to information, documents, logos, graphics, sounds and images (the "Materials") are owned by Stellar Formation. Except as otherwise expressly provided by Stellar Formation, none of the Materials may be copied, reproduced, republished, downloaded, uploaded, posted, displayed, transmitted or distributed in any way and nothing on this Site or acquired through the Service shall be construed to confer any license under any of Stellar Formation's intellectual property rights, whether by estoppel, implication or otherwise. Stellar Formation does not sell, license, lease or otherwise provide any of the Materials other than those specifically identified as being provided by Stellar Formation through the Service. Any rights not expressly granted herein are reserved by Stellar Formation. If you wish to license our Materials please reach out to us at the contact provided on our Site.
Stellar Formation grants you a limited, personal, non-exclusive, non-transferable license to use the documents we provide to form your entity (the "Company Documents") for your own personal, internal business use, or if you are an attorney or professional, for your client. Except as otherwise provided, you acknowledge and agree that you have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Company Documents in any manner, except for modifications in filling out the Company Documents for your authorized use. You shall not remove any copyright notice from any Company Document.
You understand that your purchase, download, and/or- use of any Company Document is neither legal advice nor the practice of law, and that each form and any applicable instructions or guidance is not customized to your particular needs.
You may use the website and/or service for lawful, non-commercial purposes only.By ordering or downloading the Company Documents, you agree that the Company Documents you purchase or download may only be used by you for your personal or business use or used by you in connection with your client and may not be sold or redistributed without the express written consent of Stellar Formation.
User Warranties. You represent and warrant, and can demonstrate to our full satisfaction upon request, that:
You are either at least 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms.You have not been previously suspended or removed from the Service and do not have more than one Account with Stellar Formation.
You own or otherwise control all rights to any uploaded Content or you have full authority to act on behalf of any and all owners of any right, title or interest in and to any Content you upload to our Service, and you have permission to use the name and likeness of each identifiable individual person you upload to the Site or Service.
All information and User Content posted or transmitted through the Site or Service is the sole responsibility of the User from which such content originated. We will not be liable for any errors or omissions in any User Content.
We do not endorse or have control over any User Content, nor can we guarantee the authenticity of any information that Users may provide about themselves, including their identity.
You acknowledge that all User Content accessed by you using our Service is at your own risk and you will be solely responsible and liable for any damage or loss to you or any other party resulting therefrom.prohibited User conduct
You warrant and agree that, while using the Service and the various features offered on or through the Service, you shall not:
Impersonate any person or entity, whether actual or fictitious, or misrepresent affiliation with any other person or entity;
Attempt to gain unauthorized access to other personal devices, Content or information through any means;
Engage in harvesting of information, contact or personal information, or any other automatic means of obtaining lists of property, Users or other information from or through the Service;
Use the Service in any manner with the intent to interrupt, damage, disable, overburden, or impair the Service, including sending mass unsolicited messages or "flooding" servers with requests;
Abuse, harass, threaten or intimidate other Users;Rent, lease, resell, distribute, use our Service for timesharing, service bureau or other commercial purposes not contemplated by this paragraph or otherwise exploit our Service in any unauthorized or unintended manner;
Remove or alter any proprietary notices or labels on or in our Service;
Use the Service in violation of our or any third party's intellectual property or other proprietary or legal rights;
Facilitate gambling, gaming, lotteries, raffles, contests, sweepstakes, and/or any other activity featuring the award of a prize;
Solicit any User to use a third party service that competes with us;
Collect social security or insurance number, financial account number, drivers’ license number, health information, or other sensitive information required to be secured under applicable local, state, provincial, national, or other law, rule, or regulation, or for which disclosure is required in case of a data breach without first obtaining our prior written consent.
We, our agents and employees shall hold and maintain in strict confidence all Confidential Information received from Users. We shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as necessary to perform the Service or required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of ours, or is otherwise properly received from a third party without an obligation of confidentiality.
You own any user-generated content that you create and submit or upload to the website or Service, but you allow us certain rights to it, so that we can display and share the content you post. We have the right to remove any and all content, including user-generated content, in our sole discretion.
You may create content, written or otherwise, while using the service. You are solely responsible for the content of, and any harm resulting from, any user-generated content that you post, upload, link to or otherwise make available via the service, regardless of the form of that content. Any liability, loss or damage that occurs as a result of the use of any user-generated content that you make available or access through your use of the service is solely your responsibility. We are not responsible for any public display or misuse of your user-generated content.
You represent and warrant that you have the right to post all user-generated content you submit. Specifically, you warrant that you have fully complied with any third-party licenses relating to user-generated content, and have taken all steps necessary to pass through to end users any required terms.
Except for content that originates from the Service, we do not claim ownership of any user-generated content.You grant us the following rights to your user-generated content: by posting any user-generated content on the website or providing any user-generated content through the service, you expressly grant us and our successors a worldwide, sub-licensable, fully-paid and royalty-free and non-exclusive license to use, reproduce, display, modify, adapt, distribute and perform the user-generated content in connection with our business purpose.
Modification of the Service or Service
We reserve the right, at our sole discretion, to change, modify, suspend or discontinue our Service and/or Service, including, without limitation, the availability of any feature, database, function, or content at any time. We may impose limits on certain features, Service, and/or function, or restrict your access to parts or all of the Service without notice or liability.
Some of our Service may be supported by advertising revenue and may display advertisements and promotions. You agree that we may place such advertising and promotions on the Service, or on, about, or in conjunction with your User Content. The manner, mode, and extent of such advertising and promotions are subject to change without specific notice to you.
You are not entitled to any compensation for such advertisements. The manner, mode and extent of such advertising are subject to change without specific notice to you. User Content (including any that may have been created by users employed or contracted by us) does not necessarily reflect our opinions or views.
You grant our permission to use and send push notifications, emails, alerts, marketing and promotional materials, email campaigns, and other reasonable forms of communications.
Intellectual Property means all copyright, patents, inventions, trade secrets, know-how, product formulations, designs, circuit layouts, databases, registered or unregistered trademarks, brand names, business names, domain names, and other forms of intellectual property (collectively, the “Intellectual Property”).
Proprietary Information. The Service may use and incorporate software and other proprietary systems and Intellectual Property for which we have appropriate authority to use, and you agree that such is protected by copyright, trademarks, patents, proprietary rights, and other laws, both domestically and internationally. You warrant that it shall not infringe on any Intellectual Property or other third-party rights through the use of the Service (U.S. Copyright Act of 1976, Title 17 U.S.C).
Service. You agree and accept that the Service (including any source code, ideas, enhancements, feature requests, suggestions, or other information provided by you or any other party with respect to the Service) is our Intellectual Property and you further warrant that by using the Service you will not:
Copy the Service or the Service that it provides for your own commercial purposes; and
Directly or indirectly copy, recreate, decompile, reverse engineer, or otherwise obtain, modify, or use any source or object code, architecture, or algorithms contained in the Service or any documentation associated with it.
Trademarks. We have moral & registered rights in our trademarks and you shall not copy, alter, use, or otherwise deal in the marks without our prior written consent.
By accepting these Terms, you are granted a limited, non-exclusive, non-transferable and revocable license to use, modify and reproduce the Intellectual Property, solely for personal, non-commercial use.
You are also granted access a limited, non-exclusive, and revocable license and use the Service for the duration of these Terms, in accordance with these Terms.
We may revoke or suspend your license(s) and prevent future use of the Service in our absolute discretion for any reason that we see fit, including for breach of these Terms by you. We will ordinarily advise you of any suspension or revocation, however we are under no obligation to do so.
You agree that you shall only access and use the Service for legal purposes and shall not use it to engage in any conduct that is unlawful, immoral, threatening, abusive, or in a way that is deemed unreasonable by us in our discretion.
You promise not to use Service for any purpose prohibited by these Terms of Service.
We may limit or restrict access to the Service from time-to-time as we see fit, including (but not limited to) the following situations:
Location. We may restrict access to the Service for Users from any location. We may restrict transactions, payments or any other activity on our Service in any location in our absolute discretion.
Verifications. We may limit your access to the Service where we cannot, in our absolute discretion, verify any of the information provided by you to us.
You acknowledge that any and all:
Suggestions for correction, change, and modification to our Service, information and reports you provide to us, and other feedback (including but not limited to quotations of written or oral feedback), (collectively “Feedback”); and
Improvements, updates, modifications, or enhancements, whether made, created, or developed by us, or otherwise relating to Feedback (collectively, “Revisions”); are and will remain our property. All Feedback and Revisions become our sole and exclusive property and we may use and disclose Feedback and/or Revisions in any manner and for any purpose whatsoever without further notice or compensation to you, and without your retention of any proprietary or other right or claim.
You assign to us any and all right, title, and interest (including, but not limited to, any patent, copyright, future copyright, trade secret, trademark, show-how, know-how, and any and all other intellectual property right) that you may have in and to any and all Feedback and Revisions.
You agree to waive any moral rights you may have in any and all Feedback and Revisions, and consent to any act which amounts to an infringement of any such moral right, in favor of us. At our request, you will execute any document, registration or filing required to give effect to these provisions.
Own Risk. You agree that you use the Service at your own risk and that we are not responsible for the conduct or activities of any User.
Errors or Failures. We are not liable any circumstances for any errors or failures to execute requests or offers on the Service, including errors or failures caused by: (1) loss of internet connection to the Service by any party, or (2) a breakdown or failure of the Service.
Links. Where the Service contains links to other websites and resources provided by third parties, these links are provided to you for information only, without any endorsement or warranty whatsoever from us. You enter those websites solely at your own risk and acknowledges that we have no control over and accept no responsibility whatsoever for those websites or resources.
Account Access. You are solely responsible for the use and security of your personal device, which provides access to your Account through the Service. You must give prompt notice of any compromise or unauthorized access to your personal device. You must ensure and accept all liability for any breach of these Terms arising from access with your Account.
Confidentiality. Electronic Communications Privacy Act Notice (18 U.S.C. §§ 2701-2711): We make no guaranty of confidentiality or privacy of any communication or information transmitted on the Service or any website linked from the Service.
Indemnification. You agree to indemnify us for any loss, damage, cost, or expense that we may suffer or incur as a result of, or in connection with, your access to, use of, or conduct in connection with the Service, including any breach of these Terms by you.
Your indemnification of us will survive the termination of these Terms and any use of the Service.
EACH USER ACKNOWLEDGES AND AGREES THAT:
LIMITATION OF LIABILITY
Where a dispute arises between us and a User, the following process shall apply:
All disputes or claims (to the extent permitted by law) must be filed within one year from when the claim or notice of dispute could be filed in an arbitration proceeding or court if arbitration is not permitted. If you do not file a claim or dispute during this time, it is permanently barred.
These Terms, as well as the respective rights and obligations hereunder, shall be governed by and construed and enforced in accordance with the laws of the State of New York without regard to conflict of laws principles. Please note that use of the Service by any User may be subject to other local, state, national, and international laws.
Each User expressly:
Agrees that exclusive jurisdiction for resolving any claim or dispute with Stellar Formation relating in any way to use of the Service resides in the state and federal courts of the State of New York;
Agrees and consents to the exercise of personal jurisdiction in the state and federal courts of the State of New York;
Waives any right to a jury trial in any legal proceeding against Stellar Formation; andAgrees that any claim or cause of action with respect to use of the Service must be commenced within one (1) year after the claim arises.
NO CLASS ACTIONS. EACH USER EXPRESSLY AGREES THAT HE OR SHE MAY BRING CLAIMS AGAINST STELLAR FORMATION ONLY IN THE USER’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE COURT MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT PRESIDE OVER ANY FORM OF CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING AND MAY ONLY PROVIDE RELIEF IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL CLAIM.
Waiver. No clause of these Terms will be deemed waived and no breach excused unless such waiver or consent is provided in writing.
Further Assurances. Each party must do anything necessary (including executing agreements and documents) to give full effect to these Terms and the transaction facilitated by it.Severability. Any clause of these Terms that is invalid or unenforceable is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of these Terms.
To contact us with any questions or concerns in connection with these Terms or the Service, or to provide us with any notice under these Terms, please contact us at:
Updated: December 11, 2016