Preamble & Legally Binding Agreement
These Terms of Service (these “Terms”) constitute a legally binding agreement between you (“Customer,” “User,” or “you”) and Nexfyla LLC (“NexFyla,” “we,” “us,” or “our”). By accessing or using our websites, client portals, APIs, formation packages, or compliance services (collectively, the “Services”), you agree to be bound by these Terms.
1. Non-Law-Firm & Non-CPA Status Disclaimers
NexFyla is an automated legal document preparation and corporate compliance technology provider. NexFyla is NOT a law firm, attorney, or certified public accounting (CPA) firm.
NexFyla does not provide legal advice, formal legal representation, or specialized legal opinions. Communications between you and NexFyla are protected by our Privacy Policy but are NOT protected by attorney-client privilege or work-product doctrines. If you require specialized legal counsel or custom tax planning, you should consult an attorney or CPA licensed in your jurisdiction.
2. User Accounts & Customer Identification (KYC)
To use our formation and compliance services, you must create a verified account and provide accurate, truthful, and complete information. You are solely responsible for maintaining the confidentiality of your account credentials.
Pursuant to federal Anti-Money Laundering (AML) standards and FinCEN regulations, NexFyla reserves the right to require certified government photo identification, proof of address, and beneficial ownership disclosure before submitting filings to government authorities. We reserve the absolute right to reject service to any individual or entity failing verification.
3. Corporate Formation & Registered Agent Duties
A. Formation Filings
NexFyla acts as your authorized filing agent to prepare and deliver Articles of Organization or Articles of Incorporation to the Secretary of State. State filing approval times are determined entirely by government processing speeds.
B. Statutory Registered Agent Representation
When you select registered agent representation, NexFyla provides a statutory legal address strictly for receiving official Service of Process and legal government notices. Our registered agent address is NOT a commercial storefront, warehouse, or package receiving facility. Physical commercial packages delivered to registered agent addresses will be refused or discarded without liability.
4. Pricing, Billing, Subscriptions & Cancellations
All prices are quoted in U.S. Dollars (USD). State statutory filing fees are passed at exact government cost with zero markup. Subscription services (such as annual registered agent renewals and franchise report filing) renew automatically unless cancelled prior to the renewal date. All cancellations and refund requests are governed by our Refund Policy and Cancellation Policy.
5. Third-Party Banking & Financial Partners
NexFyla provides document preparation, corporate resolutions, and onboarding guidance to facilitate bank account applications with third-party institutions (such as Mercury, Relay, Chase, or Bank of America). NexFyla is NOT a bank, financial institution, or credit underwriting authority. Final account approval, debit card issuance, and transaction monitoring remain within the exclusive, independent discretion of each financial institution.
6. Limitation of Liability & Indemnification
To the maximum extent permitted by applicable law, in no event shall NexFyla, its officers, directors, or employees be liable for any indirect, incidental, special, consequential, or punitive damages, or loss of profits, revenue, or business opportunities.
NexFyla's aggregate liability arising out of or related to the Services shall not exceed the total service fees paid by you to NexFyla during the twelve (12) month period preceding the claim (excluding statutory state filing fees disbursed to government agencies).
7. Dispute Resolution & Binding Arbitration
Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. You agree that disputes will be conducted only on an individual basis and not in a class, consolidated, or representative proceeding.
8. Contact Information
For questions regarding these Terms of Service, contact our legal department at [email protected] or by mail at:
Nexfyla LLC
212 N. 2nd St. STE 100, Richmond, KY 40475, United States