Terms of Service

1. Introduction and Acceptance of Terms

Welcome to Filabl ("Filabl," "we," "us," or "our"). Filabl is a product of Viral Apps Labs, LLC, a limited liability company organized in the United States. Our website is located at filabl.com (the "Site").

These Terms of Service ("Terms") constitute a legally binding agreement between you ("you," "your," or "User") and Viral Apps Labs, LLC governing your access to and use of the Filabl platform, including the website, application, APIs, and all related services (collectively, the "Service").

By creating an account, accessing, or using the Service in any manner, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, you must not access or use the Service.

We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on the Site and updating the "Last updated" date above. Your continued use of the Service after such changes constitutes your acceptance of the revised Terms. It is your responsibility to review these Terms periodically.

2. Description of the Service

Filabl is a software-as-a-service ("SaaS") platform that assists foreign owners of United States limited liability companies ("LLCs") in preparing and transmitting IRS Form 5472 (Information Return of a 25% Foreign-Owned U.S. Corporation or a Foreign Corporation Engaged in a U.S. Trade or Business) and an associated pro forma IRS Form 1120 (U.S. Corporation Income Tax Return) to the Internal Revenue Service ("IRS").

The Service provides the following functionality:

• Bank statement upload and processing: Users upload bank statement documents in PDF format. The Service extracts transaction data from these documents.
• AI-assisted transaction classification: The Service uses artificial intelligence technology (powered by third-party AI models) to automatically classify extracted transactions into IRS-recognized categories. This classification is provided as a convenience and is subject to error.
• Form generation: Based on user-provided information and classified transactions, the Service generates IRS Form 5472 and a pro forma Form 1120 as PDF documents.
• Form review and digital signature: Users review the generated forms and provide a digital signature indicating their approval prior to submission.
• Fax transmission to the IRS:Upon the User's authorization, the Service transmits the completed forms to the IRS via fax using a third-party fax service.

4. Eligibility

To use the Service, you must:

• Be at least 18 years of age or the age of majority in your jurisdiction, whichever is greater.
• Be the owner, authorized officer, or authorized representative of a U.S. LLC that is 25% or more foreign-owned and required to file IRS Form 5472.
• Have the legal authority to bind yourself and, if applicable, the entity on whose behalf you are using the Service to these Terms.
• Not be prohibited from using the Service under the laws of the United States or any other applicable jurisdiction.

5. Account Registration and Security

To access the Service, you must create an account. You may register using Google OAuth or other authentication methods we make available. You agree to:

• Provide accurate, current, and complete information during the registration process.
• Maintain the security and confidentiality of your account credentials.
• Promptly notify us of any unauthorized use of your account or any other security breach.
• Accept responsibility for all activities that occur under your account.

We reserve the right to suspend or terminate your account if any information provided during registration or thereafter proves to be inaccurate, false, outdated, or incomplete. You may not transfer or assign your account to any other person or entity.

6. Subscription Plans, Fees, and Payment

6.1 Subscription Plans

The Service is offered on an annual subscription basis. We offer multiple subscription tiers (e.g., Basic, Standard, Premium), each with varying features and pricing as described on our pricing page. We reserve the right to modify subscription tiers, features, and pricing at any time. Changes to pricing will not affect your current subscription period but will apply upon renewal.

6.2 Billing and Payment

All payments are processed through Stripe, a third-party payment processor. By providing a payment method, you authorize us (through Stripe) to charge the applicable subscription fee to your payment method. You agree to keep your payment information current and accurate.

All fees are quoted and charged in United States Dollars (USD) unless otherwise stated. You are responsible for any applicable taxes, duties, or other governmental levies associated with your use of the Service, except for taxes based on our net income.

6.3 Auto-Renewal

Your subscription will automatically renew at the end of each annual billing period unless you cancel it before the renewal date. We will charge the then-current subscription fee to your payment method on file at the time of renewal. We will send a reminder notification before your subscription renews.

6.4 Cancellation

You may cancel your subscription at any time through your account settings. Upon cancellation, your subscription will remain active until the end of the current billing period. You will not be charged for subsequent periods after cancellation. No partial or prorated refunds will be issued for the unused portion of a billing period.

6.5 Price Changes

We may change our subscription fees from time to time. Any price changes will take effect at the start of your next billing period following notice of the change. Your continued use of the Service after the price change takes effect constitutes your agreement to pay the updated fee.

7. Refund Policy

Our refund policy depends on the stage of service delivery:

• Before forms are faxed to the IRS: If you have not yet authorized and initiated the fax transmission of your forms to the IRS, you may request a full refund of your subscription fee within 30 days of purchase by contacting us at [email protected].
• After forms are faxed to the IRS: Once you have authorized and initiated the fax transmission of your forms to the IRS, no refund will be issued. The fax transmission represents the primary deliverable of the Service, and the associated costs (including third-party fax service fees) are non-recoverable.
• Service malfunction: If a technical malfunction on our end prevents you from using a core feature of the Service (e.g., form generation fails, fax transmission fails due to our systems), and we are unable to resolve the issue within a reasonable timeframe, we will issue a refund or credit at our discretion.

To request a refund, contact us at [email protected] with your account email and a description of the reason for the refund request. Refund requests are processed within 10 business days.

8. User Responsibilities and Data Accuracy

You acknowledge and agree that you are solely responsible for:

• The accuracy, completeness, and legality of all information, data, and documents you provide to the Service, including but not limited to bank statements, entity information, Employer Identification Numbers (EINs), owner details, addresses, and transaction data.
• Reviewing all AI-generated transaction classifications for accuracy before approving form generation. The AI classification is a convenience feature and is not guaranteed to be correct.
• Carefully reviewing all generated forms (Form 5472 and pro forma Form 1120) in their entirety before authorizing fax transmission to the IRS.
• Providing a valid digital signature that constitutes your attestation that the information on the forms is true, correct, and complete to the best of your knowledge.
• Understanding your own tax filing obligations, including applicable deadlines, additional forms that may be required, and any state or local filing requirements.
• Maintaining your own copies of all forms and documents for your records. While the Service stores copies, you should not rely solely on the Service for record retention.
• Determining whether the Service is appropriate for your specific tax situation. The Service is designed for single-member foreign-owned US LLCs. It may not be suitable for more complex entity structures or filing requirements.

We have no duty to review, verify, or audit any information you provide. We are not liable for any consequences arising from inaccurate, incomplete, or fraudulent information submitted by you.

9. Fax Transmission and IRS Processing

The Service transmits your completed forms to the IRS via fax using a third-party fax service provider (currently Telnyx). You acknowledge and agree that:

• Fax delivery confirmation is not IRS acceptance. A successful fax delivery confirmation means only that the fax was transmitted to and received by the IRS fax number. It does not mean that the IRS has processed, reviewed, accepted, or acknowledged your filing.
• Transmission failures may occur. Fax transmissions may fail due to factors outside our control, including but not limited to IRS fax line congestion, IRS equipment issues, telecommunications disruptions, or third-party service provider outages. We will make commercially reasonable efforts to retry failed transmissions and notify you of persistent failures.
• We do not guarantee IRS acceptance or processing. We have no control over and no insight into the IRS's internal processing of faxed documents. The IRS may reject, lose, or fail to process forms for any reason.
• Filing deadlines are your responsibility. You are solely responsible for initiating the fax transmission in sufficient time to meet any applicable IRS filing deadlines. We do not guarantee that forms transmitted on or near a deadline will be received or processed by the IRS by that deadline.
• Confirmation records. We will provide you with fax transmission confirmation details, including the date, time, and status of the transmission. You should retain these records as evidence of your filing attempt.

10. AI-Assisted Processing and Automated Features

The Service uses artificial intelligence and machine learning technologies (including third-party AI services) to assist with transaction classification and data extraction. You acknowledge and agree that:

• AI-generated classifications and outputs are probabilistic in nature and may contain errors, omissions, or inaccuracies.
• The AI features are provided as a convenience to assist you, not as a replacement for your own review and judgment.
• You must review all AI-generated outputs before finalizing any form submission. Approving AI-classified data without review is done at your own risk.
• We do not guarantee any specific level of accuracy for AI features. AI performance may vary based on the quality, format, and complexity of the documents and data you provide.
• AI models and algorithms may be updated or changed at any time, which may affect classification results.

11. Acceptable Use Policy

You agree not to use the Service to:

• Submit false, fraudulent, misleading, or fabricated information to the IRS or any other party.
• File forms on behalf of entities or individuals for which you do not have proper authorization.
• Upload documents that you do not have the legal right to possess or process.
• Engage in tax evasion, tax fraud, money laundering, or any other illegal activity.
• Attempt to gain unauthorized access to the Service, other accounts, computer systems, or networks connected to the Service.
• Interfere with or disrupt the Service, servers, or networks connected to the Service.
• Use automated scripts, bots, or other automated means to access the Service except through our published APIs.
• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Service.
• Reproduce, duplicate, copy, sell, resell, or exploit any portion of the Service without our express written permission.
• Use the Service in any manner that could damage, disable, overburden, or impair the Service.

Violation of this Acceptable Use Policy may result in immediate suspension or termination of your account without refund.

12. Intellectual Property Rights

12.1 Our Intellectual Property

The Service, including its original content, features, functionality, software, code, design, text, graphics, logos, and trademarks, is and remains the exclusive property of Viral Apps Labs, LLC and its licensors. The Service is protected by copyright, trademark, and other intellectual property laws of the United States and foreign jurisdictions. Nothing in these Terms grants you any right, title, or interest in the Service other than the limited right to use it in accordance with these Terms.

12.2 Your Content

You retain ownership of all data, documents, and information you upload to or create through the Service ("Your Content"). By using the Service, you grant us a limited, non-exclusive, royalty-free license to use, process, store, and transmit Your Content solely for the purpose of providing the Service to you. This license terminates when you delete Your Content or your account, subject to our data retention policies described in our Privacy Policy.

12.3 Feedback

If you provide us with any suggestions, ideas, feedback, or recommendations regarding the Service ("Feedback"), you grant us an unrestricted, irrevocable, perpetual, royalty-free license to use such Feedback for any purpose without compensation or attribution to you.

13. Third-Party Services

The Service integrates with and relies upon third-party services, including but not limited to:

• Stripe for payment processing
• Google for authentication (OAuth) and AI services (Gemini)
• Telnyx for fax transmission
• Cloudflare for content delivery and storage

Your use of these third-party services is subject to their respective terms of service and privacy policies. We are not responsible for the performance, availability, security, or practices of any third-party service. We do not endorse and are not liable for any acts or omissions of third-party service providers.

We reserve the right to change third-party service providers at any time without notice, provided that such change does not materially degrade the functionality of the Service.

14. Privacy and Data Handling

Your privacy is important to us. Our collection, use, and protection of your personal information is governed by our Privacy Policy. By using the Service, you consent to the collection and use of your information as described in the Privacy Policy.

You acknowledge that the Service processes sensitive financial and tax-related information. While we implement commercially reasonable security measures to protect your data, no method of electronic transmission or storage is 100% secure. You use the Service at your own risk with respect to data security.

You are responsible for maintaining backups of your own data. We are not liable for any loss or corruption of Your Content.

16. Disclaimer of Warranties

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. THE FILABL PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Without limiting the foregoing, the Filabl Parties do not warrant that:

• The Service will meet your requirements or expectations;
• The Service will be uninterrupted, timely, secure, or error-free;
• The results obtained from the use of the Service will be accurate, reliable, or complete;
• Any errors in the Service will be corrected;
• The forms generated by the Service will be accepted by the IRS or any other taxing authority;
• The AI classification features will produce correct or consistent results;
• The fax transmission service will successfully deliver your forms to the IRS.

17. Indemnification

You agree to indemnify, defend, and hold harmless the Filabl Parties from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

• Your use of and access to the Service;
• Your violation of any provision of these Terms;
• Your violation of any applicable law, rule, or regulation, including any tax law or IRS filing requirement;
• The accuracy, completeness, or legality of any information or data you provide through the Service;
• Any claim by a third party arising from your use of the Service;
• Your infringement of any intellectual property or other rights of any third party.

18. Termination

18.1 Termination by You

You may terminate your account at any time by contacting us at [email protected] or through your account settings. Upon termination, your right to use the Service will cease immediately. You will not receive a refund for any unused portion of your subscription.

18.2 Termination by Us

We may suspend or terminate your account and access to the Service at any time, with or without cause, and with or without notice. Grounds for termination include but are not limited to:

• Violation of these Terms or the Acceptable Use Policy;
• Suspected fraudulent, abusive, or illegal activity;
• Non-payment of fees;
• Extended periods of inactivity;
• Requests by law enforcement or other government agencies;
• Discontinuation or material modification of the Service.

18.3 Effect of Termination

Upon termination, your right to use the Service will immediately cease. We may delete your account data after a reasonable retention period as described in our Privacy Policy. Sections of these Terms that by their nature should survive termination will survive, including but not limited to Sections 3 (Disclaimers), 8 (User Responsibilities), 12 (Intellectual Property), 15 (Limitation of Liability), 16 (Disclaimer of Warranties), 17 (Indemnification), 20 (Governing Law), 21 (Dispute Resolution), and 22 (Miscellaneous).

19. Modifications to the Service

We reserve the right to modify, suspend, or discontinue the Service (or any part thereof) at any time, temporarily or permanently, with or without notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Service.

If we discontinue the Service entirely, we will make commercially reasonable efforts to provide you with advance notice and an opportunity to download Your Content before the Service is terminated.

20. Governing Law

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Wyoming, United States of America, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

21. Dispute Resolution

21.1 Informal Resolution

Before initiating any formal dispute resolution proceeding, you agree to first attempt to resolve any dispute informally by contacting us at [email protected]. We will attempt to resolve the dispute informally within 30 days. If the dispute is not resolved within 30 days, either party may proceed with the formal dispute resolution process described below.

21.2 Binding Arbitration

Any dispute arising out of or relating to these Terms or the Service that cannot be resolved informally shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator. The seat of arbitration shall be in the State of Wyoming. The language of the arbitration shall be English.

The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

21.3 Class Action Waiver

YOU AND FILABL AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS 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 OTHERWISE PRESIDE OVER ANY FORM OF A CLASS OR REPRESENTATIVE PROCEEDING.

21.4 Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

22. Miscellaneous

22.1 Entire Agreement

These Terms, together with the Privacy Policy and any other agreements or policies referenced herein, constitute the entire agreement between you and Viral Apps Labs, LLC regarding the Service and supersede all prior agreements, understandings, and representations.

22.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its original intent.

22.3 Waiver

The failure of Filabl to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Viral Apps Labs, LLC.

22.4 Assignment

You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, without our prior written consent. We may assign these Terms at any time without notice or consent, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets.

22.5 Force Majeure

We shall not be liable for any failure or delay in performing our obligations under these Terms where such failure or delay results from circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, pandemic, war, terrorism, riots, government actions, power failures, telecommunications failures, internet disruptions, IRS system outages, or third-party service disruptions.

22.6 Notices

We may provide notices to you via email to the address associated with your account, through the Service, or by posting on the Site. You are responsible for ensuring your contact information is current. Notices to us should be sent to [email protected].

22.7 Headings

The section headings in these Terms are for convenience only and have no legal or contractual effect.

22.8 No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights in any person or entity that is not a party to these Terms.

23. Contact Information

If you have any questions about these Terms of Service, please contact us: