Corply Terms of Use

1. Acceptance and Authority

These Terms of Use govern your access to and use of websites, applications, workflow tools, document systems, AI-assisted features, support, and related services made available by 0Lumen Labs Corp. d/b/a Corply. We refer to those offerings as the Services.

By accessing or using the Services, creating an account, clicking to accept, signing an order, or authorizing a filing or payment, you agree to these Terms. If you use the Services for a company, proposed company, organization, or other entity, you represent that you are authorized to bind that entity, and references to you include that entity.

You must be at least 18 years old and legally able to enter into a contract. If you do not agree to these Terms, do not use the Services.

2. Corply Is Not a Law Firm

Corply provides software, automation, templates, workflow support, document preparation, operational review, deadline tracking, and company recordkeeping tools. Corply is not a law firm, accounting firm, tax advisor, financial advisor, registered agent, broker-dealer, or investment adviser.

The Services do not create an attorney-client, accountant-client, fiduciary, or other professional advisory relationship. Information you provide to Corply is not protected by attorney-client privilege or attorney work-product doctrine merely because you provided it to us.

Templates, explanations, AI outputs, checklists, workflow suggestions, and other materials are for informational and operational purposes only. They are not legal, tax, accounting, securities, financial, or investment advice, and they are not guaranteed to be complete, current, correct, or suitable for your facts.

You are responsible for deciding whether to consult licensed counsel, tax advisors, accountants, registered agents, immigration advisors, or other professionals before acting. If your situation is unusual, high-value, disputed, regulated, multi-jurisdictional, or time-sensitive, you should get professional review.

3. Your Responsibilities

• Provide current, truthful, complete, and authorized information about your company, proposed company, founders, equity, addresses, tax matters, payment methods, signatures, authorizations, and filing instructions.
• Review all generated documents, summaries, approvals, filings, deadlines, receipts, registered-agent information, and government confirmations before relying on them.
• Confirm that officers, directors, incorporators, founders, signers, and payment approvers have authority to act.
• Maintain accurate account, billing, mailing, email, phone, registered-agent, and government-contact information.
• Handle ongoing obligations that may arise after formation or another filing, including franchise taxes, annual reports, tax filings, licenses, permits, foreign qualifications, securities compliance, payroll, immigration matters, registered-agent fees, and company records.
• Promptly tell us if anything is wrong, incomplete, outdated, unauthorized, or time-sensitive.

4. Formation, Filing, and Approval Workflows

If you request formation, filing, registered-agent, EIN, tax, compliance, document, signature, or related workflows, you authorize Corply, its personnel, service providers, filing partners, and other designees to take the steps you approve or preauthorize for that workflow. Those steps may include preparing documents, submitting information, communicating with government agencies or third parties, paying fees, appointing or coordinating with a registered agent, collecting signatures, and storing evidence.

Corply may rely on instructions, approvals, signatures, account activity, documents, payment credentials, and company information that appear genuine or appear to come from you or an authorized representative.

We do not guarantee that a company name, filing, EIN application, tax election, payment, registered-agent appointment, bank account, government request, or other submission will be accepted, processed by a deadline, or produce a specific legal, tax, financial, operational, or business outcome.

We are not responsible for delays or failures caused by missing or inaccurate information, late approvals, payment failures, third-party systems, government systems, government discretion, portal outages, mail delays, bank delays, rejected filings, anti-fraud checks, identity checks, sanctions checks, or other events outside our reasonable control.

You may not ask Corply to bypass CAPTCHAs, access controls, portal restrictions, government terms, third-party terms, identity checks, anti-bot systems, or other security or authorization measures.

5. Third-Party Services and Registered Agents

The Services may connect with or coordinate services from government agencies, registered agents, filing providers, payment processors, banks, identity providers, e-signature providers, email providers, cloud providers, AI providers, attorneys, accountants, tax providers, and other third parties. Third-party services are governed by their own terms, policies, fees, and availability.

If you request or approve a third-party service, you authorize Corply to share information reasonably necessary to fulfill that request. We are not responsible for third-party acts, omissions, fees, terms, outages, advice, rejections, resignations, or requirements.

If a registered agent is appointed for your entity, you remain responsible for paying registered-agent fees, keeping contact information current, receiving notices, replacing the registered agent if needed, and maintaining good standing. A registered agent may resign or stop service if fees are unpaid or requirements are not met.

6. Accounts and Access

You are responsible for all activity under your account and for keeping login credentials secure. Do not share credentials or allow unauthorized access. Notify us promptly if you suspect unauthorized use.

Corply may approve, deny, suspend, limit, or terminate account access, including during a private pilot or where we believe access creates legal, security, operational, payment, fraud, sanctions, or abuse risk.

If your account is associated with a company or domain controlled by an organization, that organization or its authorized administrators may be able to request access to account, workflow, usage, document, company, and billing information associated with that organization.

7. Your Content, Data, and Confidentiality

You retain ownership of information, documents, approvals, signatures, messages, files, company records, and other content you submit or generate through the Services. You grant Corply a worldwide, non-exclusive, royalty-free license to host, copy, transmit, process, analyze, display, disclose, and use that content as needed to provide, secure, support, improve, and document the Services; fulfill approved workflows; comply with law; enforce these Terms; prevent fraud or abuse; and respond to emergencies.

You represent that you have the rights and permissions needed to provide your content to Corply and to authorize our use of it under these Terms.

Each party will use the other party's confidential information only for purposes related to the Services and will protect it with reasonable care. Confidential information does not include information that is public without breach, already known without restriction, independently developed, or lawfully obtained from another source.

Corply may disclose confidential information to personnel, contractors, advisors, service providers, third parties involved in approved workflows, and legal or government authorities where reasonably necessary and under appropriate obligations or legal requirements.

No internet or cloud service is perfectly secure. Corply uses reasonable security measures, but you are responsible for maintaining your own copies of important documents and records.

8. AI-Assisted Outputs and Human Review

The Services may use AI systems and automation to draft, extract, summarize, classify, check, route, or suggest actions. AI-assisted outputs can be incomplete, outdated, biased, or wrong. You must review outputs before relying on them.

Human review, operational support, or founder support from Corply does not convert the Services into legal, tax, accounting, financial, securities, immigration, or other professional advice.

Unless a workflow clearly states otherwise and you have authorized it, Corply will not knowingly submit a government filing, make a payment, sign a document, certify facts, appoint a registered agent, or send a binding approval on your behalf without explicit authorization from an authorized person.

9. Fees, Payments, Renewals, and Refunds

You agree to pay all Corply fees, government fees, registered-agent fees, filing fees, payment-processing fees, resubmission fees, renewal fees, taxes, and other third-party charges presented to you or incurred in connection with workflows you approve or preauthorize.

By providing a payment method or approving a checkout, order, renewal, or filing workflow, you authorize Corply and its payment processors to charge that payment method for applicable amounts. You are responsible for keeping payment information current.

Recurring services will be disclosed before purchase or renewal, including the recurring charge, billing period, and cancellation method. You may cancel recurring Corply services through the product where available or by emailing us at founders@corply.dev. Cancellation does not remove obligations for government fees, third-party fees, submitted filings, completed work, or registered-agent obligations already incurred.

Government fees, state fees, registered-agent fees, third-party fees, completed work, submitted filings, expedited fees, and deposits may be non-refundable. If you cancel before work is submitted or substantially performed, Corply may refund the unused portion in its discretion unless a specific order or applicable law requires a different result.

10. Electronic Records, Signatures, and Communications

You consent to conduct business electronically with Corply and, where applicable, with government agencies, registered agents, filing partners, and other workflow participants. This includes electronic records, notices, signatures, approvals, filings, receipts, service messages, and transactional emails.

You agree that electronic signatures, click-through approvals, typed names, checkbox acceptances, audit logs, and similar electronic actions may have the same legal effect as manual signatures where permitted by law.

Keep your email address current. Notices sent to the email address in your account or posted in the Services will be treated as delivered when sent or posted.

11. Acceptable Use

• Do not use the Services for unlawful, fraudulent, deceptive, harmful, abusive, harassing, defamatory, infringing, invasive, spam, malware, sanctions-violating, or unauthorized purposes.
• Do not impersonate others, conceal your identity, submit false information, upload content you do not have rights to use, or misuse another person's personal, financial, tax, company, or confidential information.
• Do not interfere with, scrape, copy, resell, benchmark for competitive purposes, reverse engineer, overload, probe, scan, bypass, or disrupt the Services except as permitted by law or our written permission.
• Do not use the Services to offer, sell, solicit, broker, or recommend securities, investments, loans, banking products, insurance, immigration benefits, or regulated services unless you are fully responsible for compliance and have any required approvals.
• Do not help anyone else do anything prohibited by these Terms.

12. Corply Property and Feedback

Corply and its licensors own the Services, software, workflows, designs, interfaces, templates, content, trademarks, trade names, know-how, and other intellectual property we provide, excluding your content. Subject to these Terms, Corply grants you a limited, revocable, non-exclusive, non-transferable license to use the Services as intended.

If you send ideas, suggestions, feedback, requests, or recommendations, Corply may use them without restriction or compensation. Do not send feedback you want treated as confidential unless we have separately agreed in writing.

13. Changes, Suspension, and Termination

Corply may update these Terms by posting a new version or providing notice through the Services. Continued use after the effective date means you accept the updated Terms. If we require renewed acceptance, access to some Services may be paused until you accept.

We may change, limit, suspend, discontinue, or terminate any Service or account access at any time where reasonably necessary for legal, security, operational, business, payment, abuse, or private-pilot reasons.

After termination, provisions that by their nature should survive will survive, including payment obligations, confidentiality, ownership, disclaimers, limitation of liability, indemnity, dispute terms, and general provisions.

14. Disclaimers

To the maximum extent permitted by law, the Services are provided as is and as available, without warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability, security, or error-free operation.

Corply does not warrant that documents, filings, workflows, reminders, explanations, AI outputs, third-party services, government actions, or operational support will meet your requirements or produce any specific legal, tax, financial, fundraising, diligence, compliance, banking, immigration, or business result.

15. Limitation of Liability

To the maximum extent permitted by law, Corply and its affiliates, personnel, contractors, service providers, and licensors will not be liable for indirect, incidental, special, consequential, exemplary, punitive, or lost-profit damages, or for loss of revenue, goodwill, data, filings, opportunities, business interruption, or other intangible losses.

To the maximum extent permitted by law, Corply's total liability for all claims relating to the Services or these Terms will not exceed the greater of $100 or the amounts you paid to Corply for the Services giving rise to the claim during the 12 months before the event giving rise to liability. This limit applies regardless of the theory of liability and even if a remedy fails its essential purpose.

Some jurisdictions do not allow certain exclusions or limitations, so some of the above may not apply to you. In those jurisdictions, liability is limited to the maximum extent permitted by law.

16. Indemnity

To the maximum extent permitted by law, you will defend, indemnify, and hold harmless Corply and its affiliates, personnel, contractors, service providers, licensors, successors, and assigns from claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, arising from or related to your use of the Services, your content, your company or proposed company, approved workflows, payment disputes, third-party services you request, your breach of these Terms, or your violation of law or third-party rights.

Corply may control the defense of any matter subject to indemnification. You may not settle a claim in a way that imposes obligations on Corply without our written consent.

17. Disputes, Arbitration, and Class Action Waiver

Before starting a formal claim, either party must email the other a written notice describing the dispute and give the other party 30 days to try to resolve it informally. Notices to Corply must be sent to founders@corply.dev.

Except for claims that may be brought in small claims court and claims seeking injunctive or equitable relief for intellectual property, confidentiality, security, or unauthorized access, disputes arising from or relating to the Services or these Terms will be resolved by binding individual arbitration administered by JAMS under its Streamlined Arbitration Rules. The Federal Arbitration Act governs this arbitration agreement.

You and Corply waive the right to a jury trial and agree that claims may be brought only in an individual capacity, not as a plaintiff, class member, or representative in a class, consolidated, private attorney general, or representative proceeding. If the class waiver is found unenforceable for a claim, the arbitration requirement will not apply to that claim.

You may opt out of arbitration within 30 days after you first accept these Terms by emailing founders@corply.dev with the subject line Arbitration Opt-Out and your account email. Opting out does not affect any other part of these Terms.

These Terms are governed by Delaware law, excluding conflict-of-law rules. For claims not subject to arbitration, the parties consent to the state and federal courts located in Delaware.

18. U.S. Services and Export Controls

The Services are controlled from the United States and primarily intended for users forming or operating U.S.-connected companies. You are responsible for complying with applicable U.S. federal, state, local, and non-U.S. laws.

You may not use the Services if you are located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive U.S. sanctions, or if you are listed on a U.S. government restricted-party list. You may not use or export the Services in violation of U.S. export control or sanctions laws.

19. General Terms

You may not assign or transfer these Terms or your account without Corply's written consent. Corply may assign these Terms in connection with a merger, acquisition, financing, reorganization, sale of assets, or by operation of law.

These Terms, together with any accepted order, checkout terms, workflow-specific terms, policies, or written agreements between you and Corply, are the entire agreement for the Services. If a service-specific agreement conflicts with these Terms, the service-specific agreement controls for that service.

If any provision is unenforceable, the remaining provisions remain in effect. Failure to enforce a provision is not a waiver. Headings are for convenience only.

20. Contact

Questions about these Terms can be sent to founders@corply.dev.