Terms of Service — The Midnight Founder

1. The service

The Midnight Founder ("we," "us," "our") is a business formation filing service. We prepare and submit formation documents to the relevant state agency on your behalf, in the U.S. states we currently support. As of the effective date above, we file in New York. The list of supported states is published on our pricing page and may be updated from time to time.

You must be at least 18 years old (or the age of majority in your jurisdiction) to use this service.

We are not a law firm and do not provide legal, tax, or financial advice. If you require legal counsel regarding your business structure, consult a licensed attorney in your state.

2. Your account

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must provide accurate, current, and complete information when creating your account and filing your formation documents. Inaccurate filings may be rejected by the state or result in fees for corrections.

3. Fees and payment

Our service fee is $0. You pay only the mandatory state filing fee, which varies by state and entity type. State fees are non-refundable once submitted to the state — they are collected by the government, not by us.

Payment is processed securely by Stripe. By completing a payment, you authorize us to submit the applicable state filing fee on your behalf. For each filing, you separately authorize us to prepare and submit your formation documents by typing your name on the “Authorize the filing” step of the formation guide before payment. That authorization is recorded with your order.

4. Refund policy

You may request a full refund at any time before your formation documents have been submitted to the state. As a default, we hold orders placed outside business hours for a short grace period before submitting them, so you have a reasonable window to cancel. Once filing has been initiated, the state filing fee cannot be recovered and refunds are not available for that portion of your order — the state collects that fee, not us.

To request a refund, reply to your order-confirmation email or write to info@themidnightfounder.com. We will confirm whether your filing has been submitted before processing.

5. Filing timelines

Formation timelines vary by state. Some states approve filings same-day; others may take several weeks. We will communicate your filing status through your dashboard and by email. We are not responsible for delays caused by state agencies.

6. Your responsibilities and acceptable use

You agree:

To ensure the accuracy of all information you provide. Inaccurate filings may be rejected by the state or trigger correction fees you owe directly to the state.
To understand and comply with all ongoing state compliance requirements after formation (annual reports, biennial statements, registered agent maintenance, franchise tax, sales tax registration, business licenses, sector-specific permits). We surface what we know about; the obligation is yours.
To obtain any necessary licenses, permits, and tax registrations for your business.
To act as the human responsible party for the entity being formed — not as a nominee or front for a third party whose identity you have not disclosed to us.

Acceptable use. You will not use this service to form, operate, or maintain an entity that:

Will be used for fraud, money laundering, tax evasion, sanctions evasion, human trafficking, child sexual abuse material, or any other unlawful purpose under U.S. federal law, the laws of New York, or the laws of the state you are forming in.
Is being formed on behalf of, or will be controlled by, any person or entity on the U.S. Treasury OFAC Specially Designated Nationals (SDN) list, the Sectoral Sanctions Identifications list, or any other applicable sanctions list, or any person ordinarily resident in a comprehensively sanctioned jurisdiction (currently Cuba, Iran, North Korea, Syria, and the Crimea / Donetsk / Luhansk regions of Ukraine).
Is intended to obscure beneficial ownership in a way designed to evade the Corporate Transparency Act, FinCEN beneficial ownership reporting, or equivalent state laws.
Is an unauthorized clone or impersonation of an existing business, trademark, or public figure.

We may decline or reverse any filing that we reasonably believe violates this section, and we may report suspected violations to law enforcement or regulators as required by law (including FinCEN suspicious activity reporting, where applicable to our payments processor).

7. Limitation of liability

To the fullest extent permitted by law, The Midnight Founder shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising from your use of the service. Our total liability to you for any claim arising from these terms or your use of the service shall not exceed the amount you paid us in the 12 months preceding the claim.

Carve-outs. Nothing in this section limits or excludes our liability for (a) fraud or fraudulent misrepresentation by us, (b) our gross negligence or willful misconduct, (c) death or personal injury caused by our negligence, or (d) any liability that cannot be limited or excluded as a matter of applicable law. Many U.S. states (including New York) decline to enforce broad liability caps for the conduct in (a)–(c); this carve-out states the obvious and protects the rest of the clause from being struck down with it.

8. Intellectual property

Your content. Documents you create using the platform — your Operating Agreement, AI-generated logo files, draft launch emails, business-name lists, and the personal and business information you enter — are yours. We claim no copyright in them. You are responsible for the accuracy of any document you adopt or file.

AI-generated logos. The U.S. Copyright Office currently takes the position that purely AI-generated images may not be eligible for copyright registration. If protecting your logo as copyrighted work matters to you, consult an intellectual-property attorney before relying on it.

Our content. The platform itself — its software, design, written content, and trademarks — is owned by The Midnight Founder. You may not copy, reproduce, redistribute, or create derivative works of the platform without written permission.

9. Termination, deletion, and data export

Termination by us. We may suspend or terminate your account for material violation of these terms (e.g., providing false information, using the service for an unlawful purpose). We will give you notice and a reasonable opportunity to cure where the violation is curable.

Account deletion by you. You may request deletion of your account and associated personal information at any time by emailing info@themidnightfounder.com with the subject line “Delete my account.” We confirm identity by verifying control of the email on the account, then complete deletion within 30 days. Records we are legally required to retain (billing records, filings already submitted to a state) are excluded — see our Privacy Policy for retention details.

Data export.You may request a portable copy of your account information by emailing us at the same address with the subject line “Export my data.” We provide it in a commonly used machine-readable format (typically JSON) within 30 days.

10. Governing law

The Federal Arbitration Act governs Section 11 (Arbitration). Apart from Section 11, these Terms are governed by the laws of the State of New York, without regard to conflict-of-law principles. Subject to Section 11, any disputes not subject to arbitration shall be resolved in the state or federal courts located in New York County, New York, and you consent to personal jurisdiction in those courts.

11. Arbitration agreement and class-action waiver

Please read carefully. This section affects your legal rights, including your right to a jury trial and to participate in a class action.

a. Agreement to arbitrate

Any dispute, claim, or controversy arising out of or relating to these Terms, the service, or any communication between you and us — whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory — will be resolved through individual binding arbitration administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules. The arbitrator's award will be final and may be entered as a judgment in any court of competent jurisdiction.

b. Class-action waiver

You and we each waive any right to bring or participate in a class, collective, mass, consolidated, or representative action against the other.The arbitrator may not consolidate more than one person's claims or preside over any form of class proceeding. If a court of competent jurisdiction finds this waiver unenforceable as to a particular claim or remedy, that claim or remedy (and only that claim or remedy) will be severed from arbitration and may proceed in court; the remainder of this Section 11 survives.

c. Small-claims carve-out

Either party may bring an individual claim in a small-claims court in their county of residence so long as the action remains in that court and is brought on an individual (not class or representative) basis.

d. Injunctive relief carve-out

Either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect intellectual-property rights, prevent unauthorized access to the service, or stop ongoing breach of confidentiality obligations.

e. 30-day opt-out

You may opt out of this arbitration agreement by emailing info@themidnightfounder.comwithin 30 days of first creating your account, with the subject line “Arbitration Opt-Out” and the email address on your account in the body. Opting out has no effect on the rest of these Terms.

f. Fees

If you bring an individual claim of $10,000 or less, we will pay all AAA filing, administrative, and arbitrator fees other than the small initial filing fee, if any. For larger claims, AAA's Consumer Arbitration Rules govern fee allocation. Each party pays its own attorneys' fees unless the arbitrator awards otherwise under applicable law.

g. Venue

Arbitration will be conducted in New York County, New York. Either party may elect to participate by video conference. The arbitrator may award any individual relief that a court could.

h. Survival

This Section 11 survives termination of your account or these Terms.

12. Changes to these terms

We may update these terms from time to time. We will notify you of material changes by email or by posting a notice on the platform. Changes to Section 11 (Arbitration) do not apply retroactively to disputes already filed. Continued use of the service after changes take effect constitutes acceptance of the updated terms.

13. Contact

Questions about these terms? Email us at info@themidnightfounder.com.