Terms & Conditions

These Terms & Conditions ("Terms") form a legally binding agreement between you ("you", "your") and Entity Ally ("Entity Ally", "we", "us", "our") governing your access to and use of the website at entityally.com, our applications, APIs, dashboards, email alerts, and related products (collectively, the "Service").

By creating an account, accessing the Service, clicking "I agree," or using any feature, you confirm that you (a) have read these Terms, (b) accept them, (c) are at least 18 years old, and (d) have authority to bind any organization on whose behalf you are acting. If you do not agree, do not use the Service.

Entity Ally is a monitoring and notification tool focused on Florida-registered business entities. The Service ingests public records published by the Florida Department of State, Division of Corporations ("Sunbiz"), detects changes between snapshots, and notifies subscribed users by email and other configured channels.

We may add, remove, or modify features at any time. Specific features described on the website are illustrative and may evolve. Beta or experimental features may be disabled, removed, or rolled into paid tiers without prior notice.

Entity Ally is not a law firm, accounting firm, registered agent service, or compliance officer. Nothing in the Service, including any alert, dashboard, document, FAQ entry, or communication from our team, constitutes legal advice, tax advice, accounting advice, fiduciary advice, or registered-agent representation.

You are solely responsible for your entity's legal compliance, filings with the Florida Department of State, federal filings (including any FinCEN Beneficial Ownership Information requirements), tax obligations, and any decisions made in reliance on information surfaced by the Service. Always consult a licensed Florida attorney or CPA for advice specific to your situation.

To access most features you must register an account with a valid email address. You must:

• Provide accurate, current, and complete information during registration and keep it updated.
• Maintain the confidentiality of your credentials and any API tokens. You are responsible for all activity under your account.
• Notify us immediately of any unauthorized access or suspected breach.
• Use the Service only for lawful purposes and in compliance with these Terms.

We may suspend or terminate accounts that violate these Terms, are inactive for an extended period, or are reasonably suspected of fraud, abuse, or unlawful conduct.

The Service is offered on a freemium basis with paid subscription tiers. Current plans, limits, and pricing are listed on our pricing page and may be updated from time to time. Existing paid subscribers will not see retroactive price increases on their current billing period; changes apply on renewal.

Billing. Paid plans are processed by our third-party payment provider, Creem. By subscribing, you authorize recurring charges (monthly or annual) to your selected payment method until you cancel. Failed charges may result in retries, downgrade to the Free plan, or service suspension. Card data is handled by Creem and never stored on our servers.

Refunds. We offer a refund within fourteen (14) calendar days of your initial paid charge. After 14 days, paid subscriptions are non-refundable, but you may cancel renewal at any time and retain access through the end of the current billing period. Statutory consumer rights, where they apply, are unaffected.

Taxes. Listed prices do not include taxes, duties, or assessments imposed by your jurisdiction. You are responsible for any such amounts.

You agree NOT to:

• Use the Service to violate any law, regulation, court order, or third-party right.
• Attempt to access accounts, data, or systems that do not belong to you.
• Probe, scan, reverse engineer, decompile, or attempt to extract source code from the Service, except to the extent expressly permitted by applicable law.
• Bypass rate limits, anti-abuse mechanisms, or authentication requirements.
• Use the Service to send unsolicited communications, harvest contact information, or scrape at volumes inconsistent with normal account use.
• Resell, sublicense, or rebrand the Service without a written commercial agreement with us.
• Upload or transmit content that is unlawful, defamatory, obscene, or infringing.
• Interfere with or disrupt the integrity or performance of the Service or any related systems.

We may investigate, throttle, suspend, or terminate accounts that we reasonably believe violate this section, with or without prior notice.

The Service relies on data published by Sunbiz and other public sources. That data is provided by third parties and may contain errors, delays, omissions, or inconsistencies. The Florida Department of State controls the timing, accuracy, and content of its published records; we do not.

Our processing introduces additional steps — file ingestion, parsing of fixed-width records, change detection, and email delivery — each of which can fail or be delayed for reasons including but not limited to upstream outages, network issues, schema changes, regulatory changes, and force majeure events. You acknowledge that the Service is not a substitute for direct verification with the Florida Department of State or for engagement of a licensed registered agent.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, TO THE MAXIMUM EXTENT PERMITTED BY LAW. WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AND TITLE.

WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT (a) THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF MALICIOUS CODE; (b) ALERTS WILL BE TIMELY OR DELIVERED AT ALL; (c) DATA SURFACED BY THE SERVICE IS ACCURATE OR CURRENT; (d) THE SERVICE WILL DETECT EVERY CHANGE IN A MONITORED ENTITY; OR (e) USE OF THE SERVICE WILL PREVENT ANY FINE, FEE, DISSOLUTION, OR LOSS, INCLUDING THE FLORIDA $400 ANNUAL REPORT LATE FEE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ENTITY ALLY, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, REGULATORY FINES, LATE FEES (INCLUDING THE FLORIDA $400 ANNUAL REPORT LATE FEE), DISSOLUTION COSTS, REINSTATEMENT FEES, ATTORNEYS' FEES, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATING TO YOUR USE OF, OR INABILITY TO USE, THE SERVICE — REGARDLESS OF THE LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (a) ONE HUNDRED U.S. DOLLARS (US$100) OR (b) THE TOTAL FEES YOU PAID TO ENTITY ALLY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Some jurisdictions do not allow exclusions or limitations of certain damages; in such cases the limits in this section apply to the maximum extent permitted by law.

You agree to defend, indemnify, and hold harmless Entity Ally, its affiliates, and their respective officers, directors, employees, contractors, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service; (b) your breach of these Terms; (c) content you submit, including notes and entity lists; (d) your violation of any law or third-party right; or (e) any decision you or anyone acting on your behalf makes in reliance on the Service.

The Service, including all software, designs, text, graphics, logos, and trademarks, is owned by Entity Ally or its licensors and is protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service in accordance with these Terms.

Public Sunbiz data displayed through the Service remains the property of its respective public-record source. No license to such data beyond what the source itself permits is granted.

Feedback, ideas, and suggestions you submit may be used by us without obligation or compensation.

You may add notes, tags, or other content to entities you monitor ("User Content"). You retain ownership of User Content. You grant Entity Ally a worldwide, royalty-free, non-exclusive license to host, store, display, and process User Content solely as necessary to operate, improve, and secure the Service.

You represent that you have the right to submit User Content and that it does not violate any law or third-party right. We may remove User Content that we reasonably believe violates these Terms.

We collect only the information needed to operate the Service: account email and authentication data, plan and billing metadata, the list of entities you monitor, your alert preferences, and User Content. We use industry-standard measures (TLS in transit, hashed passwords, access controls) to protect this information.

We do not sell your personal data. We share data only with subprocessors strictly required to deliver the Service, namely (a) our hosting and database provider, (b) our email delivery provider (Resend), and (c) our payment processor (Creem). Each subprocessor is contractually bound to confidentiality and data-protection obligations.

You can request export or deletion of your account data at any time by emailing the support address listed on our Contact page. We will action verified requests within thirty (30) days.

The Service integrates with third parties (including Sunbiz/Florida DOS, Creem, and Resend) and may link to third-party websites. We are not responsible for the availability, content, accuracy, terms, privacy practices, or actions of any third party. Your use of those services is governed by the third party's own terms.

You may stop using the Service or delete your account at any time. We may suspend or terminate your account, with or without notice, for breach of these Terms, suspected fraud, non-payment, prolonged inactivity, legal requirement, or to protect the integrity or security of the Service.

Upon termination: your access to paid features ends; we may delete your account data after a reasonable retention period; sections of these Terms that by their nature should survive (including disclaimers, limitation of liability, indemnification, intellectual property, and dispute resolution) will survive.

We may update these Terms from time to time. Material changes will be communicated by email and/or posted on the Service with an updated "Last Updated" date. Continued use after the effective date of any change constitutes acceptance of the revised Terms. If you do not agree, your sole remedy is to stop using the Service and cancel any paid subscription.

We may modify, suspend, or discontinue any portion of the Service at any time, with or without notice, and without liability to you.

These Terms are governed by the laws of the State of Florida, USA, without regard to conflict-of-laws principles. Subject to the arbitration clause below, you and Entity Ally agree that the exclusive jurisdiction and venue for any dispute not subject to arbitration shall be the state and federal courts located in Miami-Dade County, Florida, and each party consents to personal jurisdiction therein.

The U.N. Convention on Contracts for the International Sale of Goods does not apply.

Please read this section carefully — it affects your legal rights.

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service ("Dispute") shall be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules, except that either party may bring an individual action in small-claims court for qualifying claims. The seat of arbitration shall be Miami, Florida. Judgment on the award may be entered in any court of competent jurisdiction.

Class action waiver. You and Entity Ally agree that each party may bring claims against the other only in an individual capacity and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding. The arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding.

If the class action waiver is found unenforceable as to any claim, that specific claim shall be severed and proceed in court, while the remaining claims continue in arbitration.

Opt-out. You may opt out of this arbitration agreement by emailing legal notice within thirty (30) days of first accepting these Terms, stating your name, account email, and intent to opt out. Opting out does not affect any other provision of these Terms.

• Entire agreement. These Terms, together with any policies referenced herein, constitute the entire agreement between you and Entity Ally regarding the Service and supersede prior agreements on the same subject.
• Severability. If any provision is held unenforceable, the remainder will remain in effect, and the unenforceable provision will be reformed to the minimum extent necessary.
• No waiver. Our failure to enforce any right is not a waiver of that right.
• Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms without restriction.
• Force majeure. We are not liable for delays or failures caused by events outside our reasonable control (including upstream outages, internet failures, acts of government, natural disasters, labor disputes, or pandemics).
• Notices. Notices to you may be sent to the email on file. Notices to us must be sent to the support address listed on our Contact page.
• Headings. Section headings are for convenience and do not affect interpretation.

Questions about these Terms? Visit our Contact page or email the support address listed there. For billing-specific notices, please use the billing email on the Contact page.

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