Thank you for selecting us to represent you and/or your company ("you," "Company," or "Client") in connection with the specific scope of work quoted and provided to you electronically ("Scope of Work").   

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@VirtualCounsel™️ is not a law firm. Any legal services in connection with this payment will be performed by the law firm VirtualCounsel, PC, a California professional law corporation ("we," the "Firm," "@VirtualCounsel," or "@VC"), and are also subject to the terms of this Terms of Service & Engagement Agreement ("Agreement").

Scope of Work

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‍Please consult your Firm point of contact if you have any questions or concerns with the Scope of Work. 

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We provide representation and advice on the specific legal matters you have hired us for, which means that our work together is limited to the Scope of Work. If a project falls outside of the Scope of Work, we will discuss the parameters of the work and fees with you before moving forward with it. 

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Representation on the Scope of Work and any future matters (the "Representation") will be subject to the terms of this Agreement and any other fee arrangements we may mutually agree upon. If your business changes substantially, we will discuss the change in Scope of Work and will agree to a revised fee arrangement if needed. The question of whether a matter or issue falls within the scope of the Representation will be handled with common sense, mutual agreement, mutual respect, and fairness to both parties.

After completion of work on a specific project, changes may occur in the laws or regulations that could affect the Company’s future rights and liabilities regarding the Representation. Unless the Firm is specifically engaged to provide additional advice on these issues after the completion of the Representation or any specific project, the Firm has no continuing obligation to give advice with respect to any future legal developments that may pertain to the Representation.

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The following is a non-exhaustive list of services that are out of scope. For these services, we will assist in making a referral to another firm and support the matter as needed through our position as general counsel:

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• Trademark/Patent/Copyright
• Disputes/Litigation
• Tax Matters

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While we may support the Client with governmental or regulatory reporting or filings as part of the Representation, all reporting, filing, deadlines, and associated fees remain the Client’s responsibility.   

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Attorney Point of Contact

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You will have an attorney point of contact for the Representation who will work directly with you or whomever you designate in the future to represent the Client in the Representation.

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The Firm retains complete discretion in assigning work within the Firm. The Firm is also authorized to collaborate during the Representation with whomever you authorize in writing who is an agent of the Company duly authorized to act on behalf of the Company and communicate confidential information with the Firm.

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Attorney-Client Relationship

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Our Agreement, once agreed to, creates an attorney-client relationship between us.

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Because a strong attorney-client relationship requires a clear understanding of the terms of that relationship, we ask that you review this Agreement with care and then either confirm your agreement to these terms or state any different or additional terms that you would like us to consider.

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Once you pay for the Scope of Work and agree to this Agreement, we will begin onboarding you as a new client to @VirtualCounsel.

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Philosophy on Fees

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Legal fees are often a hot topic with our clients, so we want to share our philosophy with you. 

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We prefer to engage in a Flat Fee or @VC Monthly Subscription for legal projects instead of charging by the hour because we plan to become strategic partners with our clients, and we want to help you grow. We have found that engaging in a Flat Fee or @VC Monthly Subscription fosters a better attorney-client relationship. 

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Because we want you to succeed, we will always treat you with respect and fairness. We never want you to be shocked with a surprise bill. That said, it is not a requirement to engage us through a Flat Fee or @VC Monthly Subscription, as some matters are better suited for hourly billing. If/when hourly billing becomes necessary or preferable from either or both parties’ perspectives, we will discuss it with you in a collaborative forum.

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Subscriptions

Subscription Tiers and Key Terms‍

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@VC Monthly Subscriptions include a defined set of deliverables specified under your selected Subscription Tier, which constitutes the Scope of Work, with the following key terms:

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• Unlimited calls, emails, Slack messages: Connect as often as needed. All calls are scheduled in advance and are subject to attorney availability.
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• Access to: (a) dedicated Slack channel (requires Slack Pro or higher); (b) AI-powered attorney-client portal; (c) confidential Shared Google Drive; (d) Carta (add "VirtualCounsel, PC" as your law firm).  
  
  
• Contract Drafting: All deliverables listed under your selected Subscription Tier are drafts from our template documents, customized to fit your particular needs. Any drafting not included in your selected Subscription Tier is out of scope and eligible for a 20% discount, except for Trademark, Fundraising, and M&A services.  If a draft requires revision, redlines, or negotiation with a third party, it rises to the level of a Contract Redline / Negotiation. 
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• Contract Review: All contracts up to 20 pages per contract are included for review only (e.g., a 21-40 page contract review is out of scope and eligible for a 20% discount). If, after review, a contract requires revision, redlines, or negotiation with a third party, it rises to the level of a Contract Redline / Negotiation.
  
  
• Contract Redline / Negotiation: Limited per month based on your selected Subscription Tier, up to 20 pages per contract (e.g., a 21-40 page contract redline counts as two (2) contract redlines). Out-of-scope monthly contract redlines are eligible for a 20% discount. Unused monthly contract redlines do not rollover. Contract redlines apply to all contracts, whether we drafted or a third party drafted.

Subscription Guidelines
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As our clients scale, the volume and complexity of work tend to increase and become more regular. We monitor subscription usage and scope and will communicate in good faith any request for services that is out of scope, which may require a Subscription Tier upgrade or ad hoc Flat Fee or hourly billing from time to time. 
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We've found that business and the law are fluid. Some months you may use the subscription services heavily, and some months you may not use them at all. Regardless of your usage, we are reserving and committing our time and resources to account for your subscription commitment. 

Therefore, you acknowledge and agree that you are obligated to pay the @VC Monthly Subscription fee during the Subscription Commitment Term, regardless of your actual usage of the subscription services.

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Subscription Commitment Term
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All Subscription Tiers, except the entry-level @VC Launch tier, are offered on an annual Subscription Commitment Term that automatically renews at the end of each twelve (12) month term, unless otherwise terminated pursuant to this Agreement. Only the @VC Launch tier is structured as a pure month-to-month engagement with no annual commitment. 

During the Subscription Commitment Term, you may upgrade to a higher Subscription Tier at the then-current pricing upon written notice to us, but you may not downgrade to a lower Subscription Tier.
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At the end of the Subscription Commitment Term, you may request to downgrade or cancel your @VC Monthly Subscription by providing at least thirty (30) days' written notice to @VC before the end of your then-current term. If you provide such notice, your downgrade or cancellation shall take effect at the end of the then-current term. Any such requests made outside of the thirty (30) day window shall become effective at the end of the next Subscription Commitment Term.   
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@VC Monthly Subscriptions bill on the same calendar day each month that the subscription commenced. Each monthly payment is considered earned when charged and is deposited directly into our operating account at that time. A valid payment method must be kept on file at all times and will be used for subsequent billing cycles. Payment methods can be changed at your discretion.

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Flat Fees

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For Flat Fee projects, we will send you a fee quote in writing by electronic means, which will specifically describe the parameters of the project, i.e., the Scope of Work. Payments for Flat Fees are required before beginning work and are considered earned and deposited directly into our operating account when charged.
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All Flat Fee projects are capped at a certain amount of hours of total Firm billable time, as indicated in each Scope of Work on the corresponding quote or invoice ("Total Project Hours"). The Total Project Hours cap is designed to provide ample time to complete the initial Scope of Work and also to create a boundary in the event the Scope of Work expands beyond what was initially communicated or anticipated by the Client and/or the Firm.
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If the Scope of Work exceeds the Total Project Hours for any Flat Fee project, we will communicate the expanded scope in good faith and offer to complete it at 20% off our standard hourly rates.

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Hourly Rates

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For projects that are billed hourly, the Firm requires a minimum retainer deposit or payment method on file. The @VC Billing department will provide the Client with detailed invoices for hourly projects every two weeks, which will become payable within five (5) business days. During that time, please carefully review the detailed invoice and raise any questions or concerns you may have with the @VC Billing department.  

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Absent any questions or concerns, we will draw down on the retainer deposit to cover the invoice. We will replenish the retainer deposit in equal installments using a payment method on file.       

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Retainer deposit funds belong to you, the Client, until we earn fees by invoicing our services. Any funds paid towards retainer deposits will be deposited into our firm's trust account and handled in accordance with our trust accounting policies pursuant to California Rule of Professional Conduct 4-100 and Business and Professions Code §§ 6211-13. This does not apply to Flat Fees or @VC Monthly Subscription fees, which are considered earned when charged. Unless we agree to a Flat Fee or @VC Monthly Subscription, all work will be billed on an hourly basis.

At any time, you are entitled to request a return of the remaining balance in your retainer account by written notice to billing@atvirtualcounsel.com.

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The Firm's hourly rates are as follows:

• $750/hour for Transactional Counsel, as needed from time to time on special transactional matters;
• $600/hour for Senior Attorneys and/or all securities, transactional, and equity-related legal work;
• $500/hour for Associate Attorneys and/or all other legal work;
• $250/hour for Paralegals and Law Clerks.

Our hourly rates may increase in the future. Any such increase will only occur upon written notice to you. If you decline to pay the increased rates, we will have the right to withdraw from the Representation if permitted under the Rules of Professional Conduct of the State Bar of California and/or applicable law.

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Time is charged in minimum units of tenth-of-an-hour increments (0.1). Time spent on a task will be rounded up to the nearest tenth of an hour. Unless we agree otherwise in writing by electronic means, all work will be billed on an hourly basis.

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Referral Fees

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If applicable, a portion of the fees contemplated under this Agreement may be shared with a referring party for referring you to the Firm. Such referring party shall be communicated to you in the event of such fee-sharing arrangement, and under no circumstance shall fees be increased solely because of a fee-sharing arrangement.

Reasonability of Fees

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These fees are not set by law, rather, they are negotiable between us. We have advised you and you have had the opportunity to seek outside counsel as to the reasonability of these fees.

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Other Charges

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Our fees DO NOT include third-party charges for postage, governmental fees, filing fees, license fees, application fees, or other charges and fees. Notably, this includes fees associated with forming a corporate entity and/or amending Articles/Certificates of Incorporation or other similar corporate documents and/or filing with governmental authorities. When we pay those fees on your behalf, you will be billed for them at cost.

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Payment Method on File

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Client agrees to provide a payment method, either via credit card or ACH, and allows @VirtualCounsel to securely keep this payment method on file and charge this payment method for future payments in accordance with this Agreement.     

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Card Transaction Fee

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All credit or debit card payments will incur a 3.0% transaction fee in addition to our service fees. Payments made via ACH or direct deposit will not be charged a transaction fee.

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No Contingency

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You are responsible for paying all fees and charges under this Agreement regardless of the outcome of the Representation.

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Overdue Payments 

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Any invoices not paid within 30 days of receipt shall be subject to a 10% finance charge applied every month to the balance due plus any previous month’s finance charge until the invoice is paid in full.

Should the Client fail to pay for any invoice within 30 days, the Client and the Firm mutually understand that the Firm may choose to discontinue the Representation in accordance with this Agreement and seek to collect on the defaulted payment. 

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Default on Payment

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In the event of default on payment, the parties agree to submit the matter to a Court of competent jurisdiction in San Diego County. The Firm shall be entitled to collect reasonable attorney's fees related to collections if the Firm is the prevailing party in any litigation related to collections.

Client has the right to request arbitration related to any fee disputes. All fee dispute arbitration shall be done through the San Diego County Bar Association’s Attorney-Client Fee Dispute Program.

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Our Shared Responsibilities

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Since we are strategic partners, not just "attorney-and-client," we have some requests of you. We ask that you are respectful of our time. We will do the same for you. This means being responsive to notifications and correspondence from us, and either arriving to scheduled meetings on time or giving reasonable advance notice of cancellation. It also means being prepared for meetings to make the highest and best use of all our time.

Use of Email and Cloud-Based Software

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To provide you with the most efficient, convenient, and secure legal services possible, we frequently communicate and store data using email and other cloud-based software. While we take every reasonable measure to protect sensitive and confidential information, no email or electronic data transmission is 100% secure. 

You consent to communicating with us using email and other cloud-based software transmission. Most of our electronic data, including documents and emails, are stored using cloud-based software with servers located remotely rather than in our office. You understand and consent to having communications, documents, and information regarding your matter transmitted and stored in this manner.

Limitations on Oral and Electronic Communications

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We may discuss with you our views regarding the treatment of certain items or decisions you may encounter. We may also provide you with information via electronic means, including but not limited to email. Any advice or information delivered orally or electronically (rather than via a formal written memorandum delivered as an email or other electronic attachment) will be based upon limited research and a limited discussion and analysis of the underlying facts. Additional research or a more complete review of the facts may affect our analysis and conclusions.

Due to these limitations and the related risks, it may or may not be appropriate to proceed with a decision solely on the basis of any oral or electronic communications from us. You accept all responsibility, except to the extent caused by our gross negligence or willful misconduct, for any liability, including but not limited to additional tax, penalties, or interest resulting from your decision: (i) not to have us perform the research and analysis necessary to reach a more definitive conclusion; and/or (ii) to instead rely on oral or electronic communication.

Recordings and Use of Artificial Intelligence

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You agree that we may record some or all of our calls and video conferences with you to inform other members of the Firm, to provide the highest quality of service to you, or for our future reference. All recordings are kept secure and only those within the Firm who are bound to our confidentiality policy may see or listen to them. 

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In the course of the Representation, we may employ generative AI tools including, without limitation, ChatGPT, Anthropic Claude, Google Gemini, Lexis+ AI, CaseText CoCounsel, GC AI, Counsel, or others, for tasks such as legal research, document drafting, and generating creative content and communication. These tools are designed to augment, not replace, our legal expertise. While they offer advantages in efficiency, they are still under development and may have limitations in accuracy and reliability. We will use these tools in a manner consistent with ABA and California ethics rules, maintaining human oversight to review their outputs and to ensure client confidentiality. 

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Informative Emails and Promotion 

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We may supply informative or marketing emails throughout the Representation, which you may opt out of at any time. 

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We are excited about the opportunity to represent the Company and are also sensitive to your confidentiality concerns, so we will use our discretion to tastefully and selectively disclose that we work together in the Firm’s marketing materials (e.g., on the Firm’s website). 

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If you prefer to keep the fact that we are working together confidential for any reason, please notify us at any time, and we will remove any mention of our relationship from promotional materials. 

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Primary Contact

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To our knowledge, as of the date of this Agreement, you have unequivocal and binding decision-making authority for the Company. As such, you will remain our primary contact on behalf of the Company throughout the Representation. With respect to the Representation, should any decision on behalf of the Company require approval from some person or entity other than you, you agree to inform us of that requirement and upon request, produce written documentation of such approval.

We Represent the Company, Not You

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Unless otherwise noted, the Firm will exclusively represent the Company under the scope of the Representation and not you as an individual or any related persons or entities. For example, if a corporation, partnership, or other organization is identified as our Client, we do not represent any related parent companies, subsidiaries, affiliates, employees, officers, directors, shareholders, partners, members, commonly owned corporations or partnerships, unless agreed to in writing.

An exception occurs when the Representation involves the formation of a business entity on behalf of the Client (the "Representation Exception"). If the Representation Exception applies, we shall represent you jointly until the business entity is formed. Thereafter, however, we will represent the newly-formed business entity alone rather than you individually or each of you jointly.

Conflicts of Interest & Relationships with Others

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Since we represent the Company, we will always act in the best interest of the Company. This is especially true if any conflict between you and the Company arises. Further, if the Representation Exception applies, you hereby waive any future conflicts of interest with respect to your relationship with the Company and consent to the Firm’s continued representation of the Company.

The Firm represents many companies and individuals. In some instances, the applicable rules of professional conduct may limit the Firm’s ability to represent clients with conflicting or potentially conflicting interests. Those rules of conduct often allow us to exercise our independent judgment in determining whether our relationship with one client prevents us from representing another. In other situations, we may be permitted to represent a client only if another client consents to that representation.

Before accepting the Representation, we have made reasonable efforts to determine if there are any potential conflicts of interest that would prevent us from representing the Company in the matter. Based on the information you provided to us as of the date of this Agreement, a conflict of interest does not appear to exist between you and the Company, or between the Company and the Firm, or between the Company and any other individual or entity that the Firm represents. You agree to inform us as soon as a potential conflict of interest is brought to your attention, and we of course, will do the same.

Insurance

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We hereby notify you that the Firm presently maintains Lawyers Professional Liability Insurance coverage for our attorneys and legal professionals.

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California Legal Counsel

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Unless otherwise noted, all of our attorneys are licensed to practice law in the State of California. We serve as advisors and consultants in all other states and hire legal counsel in those states when necessary to perform legal services. We will certainly consult you before any fees from outside counsel are incurred on the Client’s behalf.

Outside Attorneys

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Our team may occasionally include specialist lawyers who are "Of Counsel" to the Firm. We also occasionally use outside contractors as needed for work within the Firm. We may have one or more of these attorneys working on the matter. Every attorney associated with the Firm is hand-selected for their expertise and quality of legal work. It is our top priority to have attorneys working on your matters who are the right fit for your needs.    

Referrals to Other Services

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We love to refer you to high-quality outside service providers/partners. Sometimes, we or you may receive compensation/discounts due to a successful referral.

However, any relationship you develop with these providers/partners is between you and them. We cannot guarantee any product, offer, or service offered by any third party. Please conduct your own evaluation of these providers/partners and always feel free to come back to us for another referral if that provider/partner isn’t right for you for any reason.

No Tax Advice

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Much of the work we do has tax consequences. We have general knowledge of tax law, but we are not tax attorneys, CPAs, or tax professionals. Therefore, we do not provide tax advice unless, after obtaining your advance consent, we specifically engage a tax attorney on your behalf. If we do not specifically engage a tax attorney for your matter, we will rely on your outside advisors for any and all tax issues related to your work. 

Non-Disparagement

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Your highest level of satisfaction with our services is our priority. We believe that communication is the key to your satisfaction, and we would like to hear from you about your experience with the Firm so we can continue to exceed your expectations. In the event of any dispute between us, we agree that we will not engage in any conduct or communications, public or private, designed to disparage each other.

Termination

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Our attorney-client relationship will terminate upon completion of the services for which the Firm has been retained in the Representation, unless and until we agree to work together on an ongoing basis or on a new matter, which will be governed by the terms of this Agreement as may be modified and mutually agreed to at that time.

You are free to end our attorney-client relationship at any time by notifying us in writing, subject to the 30-day notice requirement as stated in the Subscription Commitment for those clients on an @VC Monthly Subscription. 

The Firm is subject to the rules of professional responsibility in California. Several circumstances could result in our withdrawing from representing a client, including, for example, the following: non-payment of fees or charges; misrepresentation or failure to disclose material facts; fraudulent or criminal conduct; action contrary to our advice; conflict of interest with another client; your non-responsiveness to our communications; your non-cooperation with us; and/or the Representation evolves to be a matter that is out of the scope and better suited for another service provider (e.g., Trademark/Patent/Copyright, Disputes/Litigation, Tax Matters).

Our right to withdraw in these circumstances is in addition to any rights created by statute or recognized by the governing rules of professional conduct. If you fail to meet any obligations under this Agreement, we are also entitled to end the Representation. We do our best to identify in advance and discuss with our clients any situation that may lead to our withdrawal.

Termination of the Representation will not affect your obligation to pay for legal services rendered or expenses or charges incurred before termination, and additional services and charges incurred in connection with an orderly transition of the matter. In the event of termination of the Representation, you agree to take all steps necessary to release us of any further obligations in the Representation or the matter.

Disclaimer

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Although we assure you that we will zealously pursue the Company’s interests, our comments and optimism about the outcome of the Representation are expressions of opinion and/or professional judgment only. The Firm can make no assurance of the Company’s future success or the outcome of the Representation.

Governing Law & Venue

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You agree that the laws of the state of California, without regard to conflicts of laws provisions, will govern this Agreement and any dispute that may arise between you and the Firm or its affiliates. You further agree and submit to the jurisdiction and venue of state or federal courts in San Diego County, California.

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All @VC Monthly Subscription tiers, except the entry-level @VC Launch tier, are offered on an annual Subscription Commitment Term that automatically renews at the end of each twelve (12) month term, unless otherwise terminated pursuant to this Agreement. Only the @VC Launch tier is structured as a pure month-to-month engagement with no annual commitment. 

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During the Subscription Commitment Term, you may upgrade to a higher @VC Monthly Subscription tier at the then-current pricing upon written notice to us, but you may not downgrade to a lower tier of service.

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At the end of the Subscription Commitment Term, you may request to downgrade or cancel your @VC Monthly Subscription by providing at least thirty (30) days' written notice to @VC before the end of your then-current term. If you provide such notice, your downgrade or cancellation shall take effect at the end of the then-current term. Any such requests made outside of the thirty (30) day window shall become effective at the end of the next Subscription Commitment Term.   

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@VC Monthly Subscriptions bill on the same calendar day each month that the subscription commenced. Each monthly payment is considered earned when charged and is deposited directly into our operating account at that time. A valid payment method must be kept on file at all times and will be used for subsequent billing cycles. Payment methods can be changed at your discretion.

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Flat Fees

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For Flat Fee projects, we will send you a fee quote in writing by electronic means, which will specifically describe the parameters of the project, i.e., the Scope of Work. Payments for Flat Fees are required before beginning work and are considered earned and deposited directly into our operating account when charged.
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All Flat Fee projects are capped at a certain amount of hours of total Firm billable time, as indicated in each Scope of Work on the corresponding quote or invoice ("Total Project Hours"). The Total Project Hours cap is designed to provide ample time to complete the initial Scope of Work and also to create a boundary in the event the Scope of Work expands beyond what was initially communicated or anticipated by the Client and/or the Firm.
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If the Scope of Work exceeds the Total Project Hours for any Flat Fee project, we will communicate the expanded scope in good faith and offer to complete it at 20% off our standard hourly rates.

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Hourly Rates

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For projects that are billed hourly, the Firm requires a minimum retainer deposit or payment method on file. The @VC Billing department will provide the Client with detailed invoices for hourly projects every two weeks, which will become payable within five (5) business days. During that time, please carefully review the detailed invoice and raise any questions or concerns you may have with the @VC Billing department.  

‍

Absent any questions or concerns, we will draw down on the retainer deposit to cover the invoice. We will replenish the retainer deposit in equal installments using a payment method on file.       

‍

Retainer deposit funds belong to you, the Client, until we earn fees by invoicing our services. Any funds paid towards retainer deposits will be deposited into our firm's trust account and handled in accordance with our trust accounting policies pursuant to California Rule of Professional Conduct 4-100 and Business and Professions Code §§ 6211-13. This does not apply to Flat Fees or @VC Monthly Subscription fees, which are considered earned when charged. Unless we agree to a Flat Fee or @VC Monthly Subscription, all work will be billed on an hourly basis.

At any time, you are entitled to request a return of the remaining balance in your retainer account by written notice to billing@atvirtualcounsel.com.

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The Firm's hourly rates are as follows:

• $750/hour for Transactional Counsel, as needed from time to time on special transactional matters;
• $600/hour for Senior Attorneys and/or all securities, transactional, and equity-related legal work;
• $500/hour for Associate Attorneys and/or all other legal work;
• $250/hour for Paralegals and Law Clerks.

Our hourly rates may increase in the future. Any such increase will only occur upon written notice to you. If you decline to pay the increased rates, we will have the right to withdraw from the Representation if permitted under the Rules of Professional Conduct of the State Bar of California and/or applicable law.

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Time is charged in minimum units of tenth-of-an-hour increments (0.1). Time spent on a task will be rounded up to the nearest tenth of an hour. Unless we agree otherwise in writing by electronic means, all work will be billed on an hourly basis.

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Referral Fees

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If applicable, a portion of the fees contemplated under this Agreement may be shared with a referring party for referring you to the Firm. Such referring party shall be communicated to you in the event of such fee-sharing arrangement, and under no circumstance shall fees be increased solely because of a fee-sharing arrangement.

Reasonability of Fees

‍

These fees are not set by law, rather, they are negotiable between us. We have advised you and you have had the opportunity to seek outside counsel as to the reasonability of these fees.

‍

Other Charges

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Our fees DO NOT include third-party charges for postage, governmental fees, filing fees, license fees, application fees, or other charges and fees. Notably, this includes fees associated with forming a corporate entity and/or amending Articles/Certificates of Incorporation or other similar corporate documents and/or filing with governmental authorities. When we pay those fees on your behalf, you will be billed for them at cost.

‍

Payment Method on File

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Client agrees to provide a payment method, either via credit card or ACH, and allows @VirtualCounsel to securely keep this payment method on file and charge this payment method for future payments in accordance with this Agreement.     

‍

Card Transaction Fee

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All credit or debit card payments will incur a 3.0% transaction fee in addition to our service fees. Payments made via ACH or direct deposit will not be charged a transaction fee.

‍

No Contingency

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You are responsible for paying all fees and charges under this Agreement regardless of the outcome of the Representation.

‍

Overdue Payments 

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Any invoices not paid within 30 days of receipt shall be subject to a 10% finance charge applied every month to the balance due plus any previous month’s finance charge until the invoice is paid in full.

Should the Client fail to pay for any invoice within 30 days, the Client and the Firm mutually understand that the Firm may choose to discontinue the Representation in accordance with this Agreement and seek to collect on the defaulted payment. 

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Default on Payment

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In the event of default on payment, the parties agree to submit the matter to a Court of competent jurisdiction in San Diego County. The Firm shall be entitled to collect reasonable attorney's fees related to collections if the Firm is the prevailing party in any litigation related to collections.

Client has the right to request arbitration related to any fee disputes. All fee dispute arbitration shall be done through the San Diego County Bar Association’s Attorney-Client Fee Dispute Program.

‍

Our Shared Responsibilities

‍

Since we are strategic partners, not just "attorney-and-client," we have some requests of you. We ask that you are respectful of our time. We will do the same for you. This means being responsive to notifications and correspondence from us, and either arriving to scheduled meetings on time or giving reasonable advance notice of cancellation. It also means being prepared for meetings to make the highest and best use of all our time.

Use of Email and Cloud-Based Software

‍

To provide you with the most efficient, convenient, and secure legal services possible, we frequently communicate and store data using email and other cloud-based software. While we take every reasonable measure to protect sensitive and confidential information, no email or electronic data transmission is 100% secure. 

You consent to communicating with us using email and other cloud-based software transmission. Most of our electronic data, including documents and emails, are stored using cloud-based software with servers located remotely rather than in our office. You understand and consent to having communications, documents, and information regarding your matter transmitted and stored in this manner.

Limitations on Oral and Electronic Communications

‍

We may discuss with you our views regarding the treatment of certain items or decisions you may encounter. We may also provide you with information via electronic means, including but not limited to email. Any advice or information delivered orally or electronically (rather than via a formal written memorandum delivered as an email or other electronic attachment) will be based upon limited research and a limited discussion and analysis of the underlying facts. Additional research or a more complete review of the facts may affect our analysis and conclusions.

Due to these limitations and the related risks, it may or may not be appropriate to proceed with a decision solely on the basis of any oral or electronic communications from us. You accept all responsibility, except to the extent caused by our gross negligence or willful misconduct, for any liability, including but not limited to additional tax, penalties, or interest resulting from your decision: (i) not to have us perform the research and analysis necessary to reach a more definitive conclusion; and/or (ii) to instead rely on oral or electronic communication.

Recordings and Use of Artificial Intelligence

‍

You agree that we may record some or all of our calls and video conferences with you to inform other members of the Firm, to provide the highest quality of service to you, or for our future reference. All recordings are kept secure and only those within the Firm who are bound to our confidentiality policy may see or listen to them. 

‍

In the course of the Representation, we may employ generative AI tools including, without limitation, ChatGPT, Anthropic Claude, Google Gemini, Lexis+ AI, CaseText CoCounsel, GC AI, Counsel, or others, for tasks such as legal research, document drafting, and generating creative content and communication. These tools are designed to augment, not replace, our legal expertise. While they offer advantages in efficiency, they are still under development and may have limitations in accuracy and reliability. We will use these tools in a manner consistent with ABA and California ethics rules, maintaining human oversight to review their outputs and to ensure client confidentiality. 

‍

Informative Emails and Promotion 

‍

We may supply informative or marketing emails throughout the Representation, which you may opt out of at any time. 

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We are excited about the opportunity to represent the Company and are also sensitive to your confidentiality concerns, so we will use our discretion to tastefully and selectively disclose that we work together in the Firm’s marketing materials (e.g., on the Firm’s website). 

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If you prefer to keep the fact that we are working together confidential for any reason, please notify us at any time, and we will remove any mention of our relationship from promotional materials. 

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Primary Contact

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To our knowledge, as of the date of this Agreement, you have unequivocal and binding decision-making authority for the Company. As such, you will remain our primary contact on behalf of the Company throughout the Representation. With respect to the Representation, should any decision on behalf of the Company require approval from some person or entity other than you, you agree to inform us of that requirement and upon request, produce written documentation of such approval.

We Represent the Company, Not You

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Unless otherwise noted, the Firm will exclusively represent the Company under the scope of the Representation and not you as an individual or any related persons or entities. For example, if a corporation, partnership, or other organization is identified as our Client, we do not represent any related parent companies, subsidiaries, affiliates, employees, officers, directors, shareholders, partners, members, commonly owned corporations or partnerships, unless agreed to in writing.

An exception occurs when the Representation involves the formation of a business entity on behalf of the Client (the "Representation Exception"). If the Representation Exception applies, we shall represent you jointly until the business entity is formed. Thereafter, however, we will represent the newly-formed business entity alone rather than you individually or each of you jointly.

Conflicts of Interest & Relationships with Others

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Since we represent the Company, we will always act in the best interest of the Company. This is especially true if any conflict between you and the Company arises. Further, if the Representation Exception applies, you hereby waive any future conflicts of interest with respect to your relationship with the Company and consent to the Firm’s continued representation of the Company.

The Firm represents many companies and individuals. In some instances, the applicable rules of professional conduct may limit the Firm’s ability to represent clients with conflicting or potentially conflicting interests. Those rules of conduct often allow us to exercise our independent judgment in determining whether our relationship with one client prevents us from representing another. In other situations, we may be permitted to represent a client only if another client consents to that representation.

Before accepting the Representation, we have made reasonable efforts to determine if there are any potential conflicts of interest that would prevent us from representing the Company in the matter. Based on the information you provided to us as of the date of this Agreement, a conflict of interest does not appear to exist between you and the Company, or between the Company and the Firm, or between the Company and any other individual or entity that the Firm represents. You agree to inform us as soon as a potential conflict of interest is brought to your attention, and we of course, will do the same.

Insurance

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We hereby notify you that the Firm presently maintains Lawyers Professional Liability Insurance coverage for our attorneys and legal professionals.

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California Legal Counsel

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Unless otherwise noted, all of our attorneys are licensed to practice law in the State of California. We serve as advisors and consultants in all other states and hire legal counsel in those states when necessary to perform legal services. We will certainly consult you before any fees from outside counsel are incurred on the Client’s behalf.

Outside Attorneys

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Our team may occasionally include specialist lawyers who are "Of Counsel" to the Firm. We also occasionally use outside contractors as needed for work within the Firm. We may have one or more of these attorneys working on the matter. Every attorney associated with the Firm is hand-selected for their expertise and quality of legal work. It is our top priority to have attorneys working on your matters who are the right fit for your needs.    

Referrals to Other Services

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We love to refer you to high-quality outside service providers/partners. Sometimes, we or you may receive compensation/discounts due to a successful referral.

However, any relationship you develop with these providers/partners is between you and them. We cannot guarantee any product, offer, or service offered by any third party. Please conduct your own evaluation of these providers/partners and always feel free to come back to us for another referral if that provider/partner isn’t right for you for any reason.

No Tax Advice

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Much of the work we do has tax consequences. We have general knowledge of tax law, but we are not tax attorneys, CPAs, or tax professionals. Therefore, we do not provide tax advice unless, after obtaining your advance consent, we specifically engage a tax attorney on your behalf. If we do not specifically engage a tax attorney for your matter, we will rely on your outside advisors for any and all tax issues related to your work. 

Non-Disparagement

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Your highest level of satisfaction with our services is our priority. We believe that communication is the key to your satisfaction, and we would like to hear from you about your experience with the Firm so we can continue to exceed your expectations. In the event of any dispute between us, we agree that we will not engage in any conduct or communications, public or private, designed to disparage each other.

Termination

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Our attorney-client relationship will terminate upon completion of the services for which the Firm has been retained in the Representation, unless and until we agree to work together on an ongoing basis or on a new matter, which will be governed by the terms of this Agreement as may be modified and mutually agreed to at that time.

You are free to end our attorney-client relationship at any time by notifying us in writing, subject to the 30-day notice requirement as stated in the Subscription Commitment for those clients on an @VC Monthly Subscription. 

The Firm is subject to the rules of professional responsibility in California. Several circumstances could result in our withdrawing from representing a client, including, for example, the following: non-payment of fees or charges; misrepresentation or failure to disclose material facts; fraudulent or criminal conduct; action contrary to our advice; conflict of interest with another client; your non-responsiveness to our communications; your non-cooperation with us; and/or the Representation evolves to be a matter that is out of the scope and better suited for another service provider (e.g., Trademark/Patent/Copyright, Disputes/Litigation, Tax Matters).

Our right to withdraw in these circumstances is in addition to any rights created by statute or recognized by the governing rules of professional conduct. If you fail to meet any obligations under this Agreement, we are also entitled to end the Representation. We do our best to identify in advance and discuss with our clients any situation that may lead to our withdrawal.

Termination of the Representation will not affect your obligation to pay for legal services rendered or expenses or charges incurred before termination, and additional services and charges incurred in connection with an orderly transition of the matter. In the event of termination of the Representation, you agree to take all steps necessary to release us of any further obligations in the Representation or the matter.

Disclaimer

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Although we assure you that we will zealously pursue the Company’s interests, our comments and optimism about the outcome of the Representation are expressions of opinion and/or professional judgment only. The Firm can make no assurance of the Company’s future success or the outcome of the Representation.

Governing Law & Venue

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You agree that the laws of the state of California, without regard to conflicts of laws provisions, will govern this Agreement and any dispute that may arise between you and the Firm or its affiliates. You further agree and submit to the jurisdiction and venue of state or federal courts in San Diego County, California.