CLIENT TERMS OF SERVICE
CLIENT TERMS OF SERVICE
(last updated December 20, 2021)
PLEASE READ THESE CLIENT TERMS OF SERVICE (“CLIENT TERMS”) CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR PROFESSIONAL RELATIONSHIP WITH CORPION LEGAL GROUP, P.A., d/b/a CORPLAW, (“COMPANY”).
These Client Terms taken with the Engagement Agreement establish the Agreement between the Parties. Agreement refers collectively to both the Engagement Agreement as well as these Client Terms.
Company may, in its sole discretion, amend this Agreement at any time by posting a revised version on the Site. Any revisions to the Client Terms of Service will take effect on the noted effective date (each, as applicable, the “Effective Date”). Company is under no obligation to notify Client of updates made to the Client Terms. Client agrees to be bound by the most up-to-date version of the Agreement.
CLIENT UNDERSTANDS THAT BY RECEIVING SERVICES FROM COMPANY, CLIENT AGREES TO BE BOUND BY THE CLIENT TERMS. IF CLIENT DOES NOT ACCEPT THE CLIENT TERMS IN ITS ENTIRETY, CLIENT MUST NOT ACCESS OR USE THE SITE OR ACCEPT SERVICES FROM CORPION LEGAL GROUP P.A.
IF YOU AGREE TO THE CLIENT TERMS ON BEHALF OF AN ENTITY OR AGENCY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE CLIENT TERMS OF SERVICE AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY OR AGENCY TO THE CLIENT TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO YOU AND THAT ENTITY OR AGENCY.
ANY CONFLICT BETWEEN OTHER COPIES OF THIS AGREEMENT AND THE COPY PUBLICALLY AVAILABLE ON THE WWW.CORPLAW.US WEBSITE SHALL BE RESOLVED IN FAVOR OF THE PUBLICALLY AVAILABLE COPY ON THE WEBSITE. CLIENTS ARE DIRECTED TO THE PUBLICALLY AVAILABLE COPY OF THE CLIENT TERMS OF SERVICE TO ACCESS THE MOST UP-TO-DATE COPY OF THE CLIENT TERMS.
ATTORNEY WILL NOT PROVIDE CLIENT LEGAL SERVICES BEYOND THE LIMITED SERVICES DETAILED IN THE ENGAGEMENT AGREEMENT
1. Conditions. Company and its Attorneys will have no obligation to provide Legal Services until Client returns an executed copy of the Engagement Agreement, provided separately from these Client Terms, and, if applicable, until Company receives confirmation of processed payment. “Attorney” refers to licensed employees and/or contractors of Company who provide Legal Services. Where payment is outstanding on any portion of work, at any time during the Engagement, Company may, among other recourse detailed herein, issue a hard stop directing all staff to stop all work on Client’s matter (“Red Rubber Banded”) until payment is made in full.
2. Scope of services generally. The scope of this Agreement is limited to the work and limited timeframe setout in the Engagement Agreement (collectively, “Legal Services”). In exchange for compensation, Client will receive access to Company, Company’s resources, including staff and Attorney’s time, advice, and experience regarding the limited matter(s) identified in the Engagement Agreement. Ultimately, the question of whether a matter or issue falls within the scope of Legal Services will be handled with common sense, mutual agreement, mutual respect, and fairness. Company, however, retains the final right to determine what services are to be included and what services are to be excluded from Legal Services, at Company’s sole discretion.
2.1 Power of Attorney. Client grants company and its qualified attorneys power of attorney granting full authority to prepare, sign, and file all legal instruments, pleadings, authorizations, and papers as shall be reasonably necessary for Company to provide Legal Services to Client and to conclude this representation due Client under their claims as fully as Client could so do himself/herself/itself. Client authorizes and empowers Company to act as negotiator in all negotiations concerning the subject of this Agreement.
3. Limited scope and timeframe of various types of Legal Services.
3.1. Scope of services for Outside General Counsel Services Plan. This section only applies where Client’s Legal Services include expressed provision within the Engagement Agreement to provide the Outside General Counsel Services Plan. Client will receive limited and discretionary access to Company, Company’s resources, including staff and Attorney’s time, advice, and consultation regarding and limited to the matter discussed during our intake conversations, which may include the following: general legal advising, research, all project to be determined on a case-by-case basis on Company’s discretion. The OGCS Plan does not include an unlimited or unqualified right to Legal Services, the OGCS Plan does no expressly include litigation, advising regarding securities or tax related matters, will not include highly complex offering (e.g., ICOs, IPOs, complicated deals, etc.) where Company has complete discretion to exclude certain services from the scope of the limited engagement.
3.2. Scope of services for trademark work. This section only applies where Client’s Legal Services include trademark deliverables. In exchange for compensation, Client will receive access to Company, Company’s resources, including staff and Attorney’s time, advice, and consultation regarding and limited to the matter discussed during our intake conversations, which may include the following: file a trademark application on Client’s behalf (as necessary), perform research (as necessary) to support trademark filings, and appear for and participate in discussions regarding the development of filings to suit Client’s needs (as desired by Client). Client has been advised and understands that filing a trademark application is not a guarantee that the trademark will be awarded and registered. Client understands (and has disclosed here) that the desired trademark may be encumbered by another pending trademark application. Client understands that there is a risk of the desired trademark being denied as a result of conflicting registrations and Client wishes to move forward with filing the trademark application despite these risks. The fixed fee (defined more fully below) for a trademark application shall be limited to conducting and reviewing the records of the United States Patent and Trademark Office (henceforth, “USPTO”) and Internet trademark search, preparation and filing of Client’s trademark application, post-filing monitoring of Client’s trademark application, and responding to any informal USPTO Office Actions, which require no more than thirty (30) minutes to respond and forwarding the certificate of registration to the Client. Any additional services, including, but not limited to the following: Paralegal time and charges for forwarding Official USPTO Notifications, including, Official USPTO Filing Receipt, Notice of Publication, Notice of Office Action, Foreign Filing Reminders and Notices of Allowance; and Legal time and charges for Filing Amendment to Allege Use, Statement of Use or Extensions of Time to File a Statement of Use; Reviewing and reporting comprehensive Federal, state and common law CTCorsearch trademark searches; Responding to USPTO substantive refusals, including, but not limited to refusals pursuant to various Lanham Act Sections (including, but not limited to Sections 1, 2(d), 2(e), 3 and/or 45); Requests for Extension of Time to File a Notice of Opposition, ex parte or inter partes matters before the Trademark Trial & Appeal Board (“TTAB”), including, but not limited to Oppositions or Cancellations, litigation in Federal Court, state court or arbitration or mediation proceedings; Preparing cease and desist matters and/or responding to cease and desist letters; Ownership and assignment issues; Abandonment issues; and infringement issues are not included in this Agreement, but may be provided by the Attorney at an additional cost to the Client after discussion with the Client at the Attorney’s usual attorney hourly rates plus disbursements and costs paid in advance or at a agreed to fixed fee paid in advance or pursuant to a separate engagement agreement between the Attorney and the Client. Ultimately, the question of whether a matter or issue falls within the scope of Legal Services will be handled with common sense, mutual agreement, mutual respect, and fairness. Attorney, however, retains the final right to determine what services are to be included and what services are to be excluded, at Attorney’s sole discretion, without notice.
3.3. Scope of services for pro bono representation. This section only applies where Client’s Legal Services include expressed provision within the Engagement Agreement to provide Client pro bono Legal Services. Client will receive limited and discretionary access to Company, Company’s resources, including staff and Attorney’s time, advice, and consultation regarding and limited to the matter discussed during our intake conversations, which may include the following: general legal advising, research, all project to be determined on a case-by-case basis on Company’s discretion, does not include an unlimited or unqualified right to Legal Services. If Company agrees, as expressly stated within the Engagement Agreement, to provide pro bono Legal Services to Client, Client agrees and acknowledges that the scope of the engagement is limited to the value, timeframe, and discretion of Company. Company may, at any time, and in consideration of the overall financial health of the firm, terminate the Engagement and cease providing pro bono Legal Services to Client. Where Company has agreed to represent Client pro bono or in an unpaid barter relationship, the engagement does not include expenses. Client agrees to bear the costs of any expenses Company incurs on Client’s behalf. For example, in a pro bono trademark filing, the legal fees of the Attorney’s would be waived, but the filing fees assessed by the USPTO in submitting the trademark on Client’s behalf would be passed directly to the Client to pay. Expenses and third-party costs are not included in pro bono representation. Client acknowledges and agrees that Company may publish the nature of the pro bono relationship in submission to bar associations, Company’s marketing material, on Company’s website, and as Company deems necessary in various publications.
4. Litigation and dispute resolution scope of service, disclaimers, and limitations of representations. If Client hired Company to manage a dispute (including, but not limited to litigation), Company will represent Client efficiently and zealously. But the outcome of any matter (especially in litigation) is subject to inherent risks and other factors beyond Company’s control. Company and its Attorneys, therefore, has not made and cannot make any guarantees or promises concerning the outcome of litigation or dispute resolution. Put another way, we can agree to fight for you as your team of dedicated advocates, but we are unable to guarantee that we will win the fight in whole or in part. Client acknowledges and assumes the risk inherent in litigation. And that risk includes the possible loss or negative decision by a court or governing body.
4.1 No obligation to litigate or appeal. This Agreement does not obligate Company to take an appeal from any award or verdict. This Agreement, to the extent it includes Company’s management of dispute resolution or active litigation, does not include a blanket requirement that Company advance the dispute to litigation or to an appeal. Company retains the right to determine which matters it will advance or not in its sole discretion. Any additional or subsequent matters that arise out of Company’s representation of Client are not necessarily included within the original matter. Client may be required to execute an additional engagement, pay additional fees, or take other ancillary actions at Company’s discretion.
4.2. Association with other attorneys. Company may associate other counsel, including local counsel, in handling dispute resolution of your matter. When other counsel is required, the costs may be passed on to Client. Client may also be required to separately retain other counsel. Where Client separately retains other counsel. Company bears no responsibility for the separate relationship between Client and other counsel.
4.3. Settlement negotiations. No settlement shall be finalized without Client’s approval. Client agrees to make no settlement or offer without Company and its Attorneys’ approval. If Attorney recommends that Client accepts a settlement offer (“recommended settlement offer”) and Client does not do so, and eventually a recovery in a lesser amount than the recommended settlement offer is obtained, Company bares no fault and will not provide Client the difference the percentage of the recommended settlement offer. If a verdict is rendered against Client, in favor of any of the defendants after a recommended settlement offer. If a verdict is rendered against Client, in favor of any of the defendants after a recommended settlement offer, then Client must pay all costs expended by the Attorney.
5. Duration. The Engagement Agreement details the duration of the Engagement and its Effective Date. Should the Engagement Agreement fail to include detail sufficient to identify the duration of the Engagement, the Engagement will remain effective for a period of 12 months, with time tolling from the execution date, unless the Agreement is terminated by either party or the Agreement runs its course, or all deliverables are performed and finalized by Attorney sooner.
5.1. No obligation upon completion of this Agreement. After the Engagement concludes, whether by running its natural course or terminated by either party, Company has no further obligation to advise Client. As such, if there are any current (not considered in this Agreement) or future (arising after execution of this Agreement) developments that may impact Client’s future rights and liabilities, including changes in applicable law or regulation, required updates to corporate documents, or other legal deliverables drafted by Company (e.g., contracts, etc.) to ensure their continued viability, deadlines or other responsibilities, Client bears the responsibility of ensuring its responsibilities are met by some party other than Company. Client may elect to engage Company separately to advise on such developments or Client may look elsewhere to satisfy its legal needs, but Company bears no continuing obligation to advise Client upon completion of the above-stated duration of this Agreement, upon termination of this Agreement, or beyond the scope of Legal Services agreed to as part of this Agreement.
6. Type of compensation determined by Company. Company reserves the right to determine what type of compensation qualifies as fair compensation for Legal Services. Monetary payment in exchange for Legal Services is preferred, but Company may at times—and at Company’s sole discretion—accept other forms of reasonable compensation (e.g., accepting Token or bartering of certain items or services of value) in exchange for providing Legal Services. Company’s owner, Mrs. Kristen A. Corpion (“Owner”) has sole power to set approved methods of payment. Company’s Attorney’s do not have authority to set pricing or payment type.
6.1. Acceptance of digital currency. At its discretion, Company may accept digital currency as payment for legal services rendered. Company generally accepts Wrapped Bitcoin (WBTC) and Ethereum (ETH) and may accept other alt-coins, in its sole discretion. Company does not endorse or recommend the use of any particular digital asset and may, at any time, elect to discontinue this policy, refuse to accept crypto in exchange for services, or limit the type of coin accepted. Digital currency may only be used for activation fees or flat-fee arrangements and are earned immediately upon receipt of same. Company does not accept the payment of retainer or trust account fees in the form of digital currency. Client understands that transacting in digital assets involves inherent risks and is subject to extreme volatility and fluctuations in value. Client understands and agrees it will not receive any additional credit towards their account with Company or Legal Services in the event any transferred digital asset increases in value, even if that increase is substantial. Company, in turn, understands the risk that the transferred digital asset may decrease in value or lose all monetary value and will not seek further or additional contribution from Client to offset those losses should they occur. Company reserved the right to add a markup to Fees as a means of accounting for the volatility, added expense, and convenience associated with providing this payment option.
7. Compensation. Client agrees to compensate Company for all services rendered on its behalf. The compensation structure for this Agreement is detailed in the Engagement Agreement, and, as applicable, more detail is provided herein.
7.1. Activation fees. Where the Engagement Agreement calls for payment of an annual activation fee (“Annual Fee”), Client acknowledges and accepts that the payment is due annually on the anniversary of the original engagement. Company will charge Client’s payment method on file. The amount of the Annual Fee and subsequent terms of the offering is subject to change, including annual increase.
7.2. Contingency fee arrangement. If applicable to the Engagement Agreement, and only where expressly agreed to by Company in writing, Client agrees that Company will undertake this matter on a contingency fee basis. That is, Company will only be compensated for Fees, including costs and expenses, if Company obtains a judgment on Client’s behalf resulting from trial or other alternative dispute resolution procedure, such as demand letters, negotiation, mediation, arbitration, or a settlement agreement through negotiation on Client’s behalf or some other means negotiated or otherwise arranged through Attorney’s efforts. Under a contingency fee arrangement, the contingency fee has no bearing on the amount of time Company spent pursuing recovery or settlement on Client’s behalf. The fee is based upon the gross amount recovered and shall include the fair market value of any property which may be recovered. As compensation for Legal Services, Client agrees to pay Company from the gross proceeds of the negotiated settlement amount/recovery, exclusive of costs and expenses, the following fee: Before the filing of an answer, the demand for appointment of arbitrators, if no answer is filed or no demand for appointment of arbitrators is made, the expiration of the time period provided for such action: (i) 33-1/3% of any recovery up to $1 million; plus (ii) 30% of any portion of the recovery between $1 million and $2 million; plus (iii) 20% of any portion of the recovery exceeding $2 million. Any funds received as a result of resolving this matter will be held by Company in a trust account for Client. The funds will be remitted to Client within 3 weeks of receipt by Attorney or as practicable, with all funds due to Company discounted from the funds received.
7.3. Evergreen Retainer. Client agrees that, before Legal Services commence, Client will deposit an initial retainer amount as detailed in the Engagement Agreement, which will be deposited in Company’s trust account. Company will regularly prepare and send Client invoice for the fees and costs associated with Legal Services Company completes on Client’s behalf, and Company will withdraw funds from Client’s retainer account to pay the amount invoiced. Client understands that this initial retainer may not be sufficient to cover the entire cost of provision of Legal Services; the retainer is only intended to provide funds sufficient for Company to begin provision of Legal Services on Client’s behalf. Whenever the balance in the retainer account falls below the amount listed in the Engagement Agreement, Client agrees to refresh the account back to the amount of the initial retainer. If Client fails to promptly refresh the retainer account, Company will cease all work not required by law or ethical requirements pursuant to Company’s Red Rubber Band Policy. Company will not provide Legal Services while there is insufficient funds in the retainer account. If the problem is not resolved within 72 hours, Company will withdraw from the Engagement Agreement. To keep Client’s account with Company current, Client authorizes Company to charge the credit card or bank account listed in the pre-authorization and authorization agreement signed by Client for the full amount necessary to pay a remaining balance owed to Company and to replenish the retainer amount. If Client feels that there has been an error in billing, Client will bring it to Company’s attention within 72 hours of receiving each invoice. Client acknowledges that, if Client makes no objections to the invoice within 72 hours of receiving same, Client waives his right to later object to the invoice or to any line item or amount contained therein, and Company is authorized to charge Client’s card as appropriate. CLIENT WAIVES THE RIGHT OF CHARGEBACK.
8. Form and method of payment. Client agrees to remit payment via LawPay or via a medium mutually agreed upon by Client and Company.
8.1. Chargebacks prohibited. Client waives any right it may have to request a chargeback through Client’s credit card company, bank or any authorized representative for Legal Services or any other amount paid to Company under this Agreement. Client will be responsible for and will indemnify Company with respect to any chargebacks initiated by Client, or Client’s partners, affiliates, representatives, or associated individuals (which includes, but is not limited to the individual owners of an associated entity that hired Company) in relation to this Agreement, the Engagement Agreement, or Company’s provision of Legal Services to Client. If Company is harmed by Client’s chargeback, including, but not limited to Company suffering any financial loss (including the clawback of funds from Attorney’s trust or operating accounts), Company expending time to respond or otherwise object to Client’s chargeback, or if Client advances a fraudulent chargeback against Company, Client agrees to pay Company the higher amount of either (i) three (3) times the amount of Client’s unauthorized chargeback or (ii) a $30,000.01 penalty. In addition to the agreed penalty for Client’s initiation of a chargeback against Attorney, Client will also be responsible for any of Company’s time spent fighting the chargeback at an hourly rate of $550.00 an hour.
8.2. Client responsible for credit card merchant fees. Company strives to make payment as easy on our clients as possible. Should Client pay via credit card, or other provider that assesses additional fees upon Company, Company will pass the charge of a 3% convenience fee directly to Client. The convenience fee will be added as a line item to Client’s monthly bill or sent via a separate invoice to Client.
9. Additional fees and expenses.
9.1. Attorney utilization of Client payments to Attorney. Company may utilize Client payments as it sees fit to finalize Client’s legal needs without further notice to Client. Company, in its discretion, may engage outside parties to assist in the finalization of Client’s legal needs (e.g., lawyers or paralegals working as independent contractors, etc.). Company may use funds paid to Attorney to engage outside resources in the completion of legal services for Client, including co-counseling with other law firms. Client waives any right to object to external resources or individuals retained by Company to satisfy Client’s legal needs.
9.2. Additional costs and expenses. In addition to Attorney’s hourly, flat fee, or contingency fee, Company may incur additional charges in providing Legal Services to Client under this Agreement. Client agrees to pay all charges in addition to the agreed upon Fees. Even where Company has agreed to represent Client pro bono or in an unpaid barter relationship, this Agreement does notinclude additional expenses and costs. Client agrees to bear the costs of any expenses Company incurs on Client’s behalf. Company will make a concentrated effort to apprise Client of any additional charges or expenses before incurring them. Additional costs and expenses may include fees fixed by law or assessed by public agencies, long-distance telephone charges, messenger or other delivery fees, postage, fees to send documents via certified mail with tracking, photocopying or other reproductions costs, travel costs including parking, mileage, transportation, hotel costs, investigation expenses, and consultants’ fees. Client agrees to reimburse Company for reasonable costs or expenses that Company incurs in accordance with the aforementioned list, the following guidelines and other items that may not be explicitly stated in this Agreement, but that reasonably flow from Company’s provision of Legal Services to Client. The kinds of costs and expenses that may incur additional costs include, but are not limited to the following examples:
9.2.1. Computerized legal research. Client will reimburse Company for the costs expended on any computerized legal research, software (including, but not limited to, PACER fees, Westlaw, or LexisNexis, etc.), or other platform used by Attorney to perform Legal Services for Client. If assessed, these charges will be detailed within Client’s monthly billing statement(s).
9.2.2. Litigation fees and costs. Client will reimburse Company for charges incurred in advancing Client’s interests in litigation, which includes, but are not limited to, court filing fees, costs of hiring experts or other necessary witnesses to testify or opine on Client’s behalf, court reporters, transcripts, or other fees necessary to properly advance Client’s interests. If assessed, these fees will be detailed within Client’s monthly billing statement(s).
9.2.3. Travel. Client agrees to pay transportation, lodging, and all other costs of any necessary out-of-town travel or any travel made by Company’s staff at Client’s request. Reimbursable Travel will include any travel that requires Company’s staff to leave the Office to be performed (“Reimbursable Travel”). Client will reimburse Company for expenses in connection with out-of-town travel to and from the applicable destination. Client will be responsible for the cost of (a) airfare for travel, (b) car rental and gas, (c) mileage at the then specified Standard Mileage Rate pursuant to the Internal Revenue Service, (d) lodging, and (e) any other expenses that may be reasonably expected when traveling. Company will make a good faith effort to inform Client before incurring travel-related charges.
9.2.4. Consultants and investigators. Company may need to hire consultants or investigators to aid in the representation of Client’s matter. Client agrees to pay such charges. Company will make a good faith effort to inform Client before incurring additional fees for consultants and investigators.
9.2.5. Client agrees to indemnify Company for any sanctions or fee assessed against Company. Should, result from Clients’ conduct or Attorney’s decision to pursue a zealous argument on Client’s behalf, Company, including its Attorneys, be sanctioned by a court or other governing body, Client agrees to bear the full costs of those sanctions. Client agrees to timely indemnify, reimburse, or directly pay sanctions imposed on Client’s behalf at the full amount ordered against Client, Attorney, or Company.
9.2.6. Award of attorneys’ fees and costs granted in the Parties’ favor. Should a court or other applicable governing body issue an award of attorneys’ fees, costs, or other amount in the Parties’—Company and Client—favor (the “Award”), Client agrees that the full amount of the Award is to be remitted and transferred to Company’s bank account for distribution. Upon delivery of the Award, Company will return any amount owed to Client after deducting any fees, costs, or expenses due to Company. Company agrees to make a good faith effort to remit any amount owed to Client within 30 days of the Award clearing Company’s bank account. Client agrees and acknowledges that Awards will be remitted directly to Company or Attorney, and that Company may be entitled to collect fees at its full rate, while only returning the discounted rate that Client would have been charged to Client, not the full amount. For instance, where a court awards the full amount of fees at senior Attorney’s standard hourly rate of $550.00 an hour, but Client was only required to pay $350.00 an hour, the additional $200.00 an hour difference awarded would be returned to Company, not to Client.
9.2.7. Installment payment policy. In limited circumstances and at its sole discretion, Company may permit installment payments. A $150.00 installment payment fee will be charged for each installment payment. For example, if 2 installment payments are necessary to finalize a total balance of $2,000.00, then Company would charge the Client's credit card, using the details provided in the credit card authorization form, $1,150.00 for the first installment (the $1,000.00 for legal services and $150.00 installment payment fee) and $1,150.00 for the second and final installment (the $1,000.00 for legal services and $150.00 installment payment fee), where, in this example, installment fees totaled $300.00. If a client is permitted 3 installment payments, for example, the total installment fees would total $450.00 in addition to the balance for legal services and so on and so forth. Moreover, even if client is permitted to utilize an installment fee option, Company will not provide client with finalized deliverables until client's total balance is paid in full (regardless of rush fee payments). Company will not provide final deliverable(s) until and unless client's balance is paid in full.
9.2.8. Rush fee policy. Usually, our team requires at least 6 business days to turn around most standard projects. In limited circumstances and at its sole discretion, CORPlaw may permit Clients in good standing access to finalized deliverable(s) in exchange for payment of a rush fee. For a deliverable completed at Client's direction within 5 business days (120-hours) from the request time, a $500.00 rush fee is imposed. For a deliverable completed at Client's direction within 2 business days (48-hours) from the request time a $1,000.00 rush fee is imposed. CORPlaw must offer and agree to finalize the deliverable(s) in writing and the Client must accept in writing. The corresponding Rush Fee will be added to the Client's next invoice. Clients are not guaranteed access to CORPlaw or rush fees. Client's are placed on note that Company's prior ability to produce deliverable(s) quickly--with or without a rush fee--is not a promise of future performance. Company is a small, rapidly growing team, we do our best to service Client's as quickly as we can, but as a small team, we are limited in our capacity and work on projects in the order they are received.
10. Billing. Company will keep track of time expended providing Legal Services to Client in tenth of an hour increments and provide Client with monthly billing statements, unless no additional charge is required, Client has already paid in full, or Client otherwise declines monthly invoicing. Company, generally, prepares and emails billing statements electronically to clients monthly (via email or via Company’s practice management software, which may require Client to create an individual log-in and password to access), with billing cycles running on a twice-monthly basis, usually running from the 1st of the month through the 15th of the month and then from 16th of the month to the end of the month. Company reserves the right to alter the structure of billing cycles at its discretion. Upon receipt of the billing statement, Client agrees to pay the balance in full within 5 days of the balance due date. If Client is unable to pay the balance in full, Client’s related business entities (including, but not limited to Client’s parent entity), or Client’s individual owner is (or owners are) responsible for paying Client’s balance owed to Company. If Client or its affiliates do not timely pay the balance owed, Company may (i) elect to enforce Client’s financial obligation through the legal process, (ii) apply the maximum interest percentage rate permissible by the state of Florida, interest rate to be determined by applicable Florida law at the time of the breach of the Agreement, monthly to the unpaid principal balance, which will accumulate in addition to the principal until paid, and (iii) cease providing Legal Services, cease performing any further legal work, or withdraw as counsel, on notice, subject to any necessary approval by the appropriate courts or other tribunals. In certain flat fee arrangements, Client agrees to waive receipt of invoicing statements from Company with the understanding that the flat fee amount paid to Company has been earned upon receipt in exchange for the delivery of Legal Services.
11. Availability. Client is hereby placed on notice that Company may not operate from a traditional brick and mortar location, and may, for instance, be operated from a shared co-working space. Company is closed on all National holidays. Company and its Attorneys are generally available during normal business hours 9:00 am through 5:00 pm EST, Monday through Friday. Client agrees not to contact Company, inclyding its staff, during non-business hours, unless Client is experiencing an emergency. Company will provide instructions detailing what type of situations constitute an emergency. As a general rule, Client must schedule meetings in advance. Client must provide Company sufficient and reasonable notice to schedule in-person meetings or conference calls. Client should never stop-by unexpectedly for in-person meetings. In-person meetings with Attorneys are by appointment only, but in-person availability is not guaranteed.
12. Relationship of the Parties.
12.1. Company personnel. Client is engaging Corpion Legal Group, P.A. as a whole and not Owner or any one Attorney at the Company individually. As and when necessary, Company may draw upon the talent and knowledge of partners, associates, paralegals, contractors, consultants, or other parties (which may include lawyers outside of Attorney’s firm, freelancers, or independent contractors, etc.) to be selected at Company’s sole discretion and without approval or notice to Client to assist in completing Legal Services or other projects relating to the provision of Legal Services to Client.
12.2. Limits of professional relationship. Client and Company have no relationship beyond the professional attorney-client relationship limited in time and scope as detailed within the Agreement. Client’s limited engagement of Company does not create any additional professional relationship between Company and Client. No employer, partner, or referral relationship is established through this Agreement. Under no circumstances will Client or its representatives look to Company as a partner, agent, or principal. This Agreement must not be construed to create any association, partnership, joint venture, employee, or agency relationship between Company and Client for any purpose. Client has no authority (and must not hold itself out as having authority) to bind Company and Client must not make any agreements or representations on Company’s behalf without Company’s prior written consent. Client is prohibited from representing or otherwise suggesting that Client has authority to bind Company or the Company represents Client in matters where Company has not been officially retained.
13. Client responsibilities, representations, and warranties.
13.1. Complete and truthful disclosure. Client agrees to be truthful with Company and its staff, to cooperate, to keep Company informed of any information or developments which may come to Client’s attention, to abide by this Agreement, to pay Company’s fees on time and to keep Company advised of Client’s updated contact information (e.g., the email addresses of Client and Client’s representatives, Client’s physical address, Client’s telephone number, Client’s payment information, etc.). Client agrees to assist Attorney in providing information and documents necessary for Attorney to represent Client’s interests. Client understands that, for Attorney to thoroughly perform legal work and analysis, Client must make a good faith and honest effort to provide all information necessary for Company to perform the agreed upon Legal Services, whether or not that information is specifically requested by an Attorney.
13.2. Satisfying deadlines. Client acknowledges its responsibility to actively and timely inform Company of potential legal exposure and risks. Attorney requests at least 7 days written notice in advance of a deadline that Client expects Attorney to satisfy. When Client makes Company aware of a deadline that must be met within 7 days of initial notice, Company will make a good faith effort to satisfy the deadline on Client’s behalf but makes no guarantees that the deadline will be satisfied. Company will work diligently to ensure Client deadlines are satisfied. However, Company may have multiple other assignments, responsibilities, or emergencies and cannot guarantee the satisfaction of deadlines. Client bears the responsibility of notifying Company of pending deadlines with sufficient time for Company to satisfy Client’s request.
13.3. Client availability and response time. Client acknowledges the importance of ongoing communication between Client and Company. Client agrees to timely respond to Company’s requests for documentation and information needed for Company to carry out its function as counsel and that Client personnel be made available to meet with Company as necessary. If Company does not obtain such cooperation from Client, the quality of Company’s representation may suffer and Company may feel constrained to terminate this Agreement. Client takes full responsibility for any unfinished legal work that results from Client’s failure to respond to Company’s request, untimely response to time-sensitive correspondence, or other requests made by Company.
13.4. Client representations and warranties. Client makes the following representation and warranties to Company:
13.4.1. Client is of sound mind, has the capacity and authority to enter into this Agreement, and has authority to bind the entity listed on the Engagement Agreement.
13.4.2. Client, its Representatives, and affiliated individuals or entities are engaged in lawful business pursuits.
13.4.3. Client, its owner(s), Representatives, and affiliates are not now, nor will they be during pendency of this Engagement, intentionally engaged in any fraudulent activity, including, but not limited to, money laundering, wire fraud, mail fraud, securities fraud, bank fraud, unfair trade practices, Ponzi schemes, or any other crime or other dishonest or deceptive activities or schemes.
13.4.4. Client, its owner(s), Representatives, and affiliates are pursuing business interests and partnerships ethically and morally, such that Company will bear no responsibility for any issues whatsoever arising out of Client’s omissions or misdealing with Client’s business relationships (e.g., investors, business partners, etc.).
13.4.5. Client warrants that payments made to Company for Legal Services are made with a currency that rightfully belongs to Client has not been illicitly obtained and is not otherwise encumbered.
13.4.6. Should Client’s deceit, failure to fully disclose pertinent information to Company, or other willfully negligent or deceptive activities cause Company to be harmed in any way, Client—through its business or other applicable insurance coverage, company assets, or in its individual capacity—will indemnify and hold Company harmless for any harm or exposure whatsoever Company may endure; and should Company learn of any deceptive behavior by Client, failure to disclose pertinent information, or other unethical or unlawful behavior, Company will immediately cease representation of Client and may, if permitted or required by law, notify appropriate authorities of Client’s behavior.
13.4.7. Client authorizes to release general statements acknowledging that Company serves as counsel to Client. Client consents to Company’s capture of photos, images, videos of Client or its representatives at Firm events, business-related events, or in any other professional context. Client understands that all images, photos, video, quotations, captions, reviews, or the like (“Materials”) may be used by Company, without any additional consent or compensation to Client. Client will not receive monetary compensation for Materials captured by Company. Client authorizes Company to distribute and reproduce Materials, which may include Client, Client’s representatives, or Owners’ image or likeness, including general, generic, statements made by Company regarding its representation of Client. Client agrees Company may use Materials for commercial or non-commercial purposes. Client grants Company permission to upload Materials on social media or the internet, which includes but is not limited to Facebook, Twitter, Instagram, LinkedIn, the CORPlaw website (www.CORPlaw.us). Should Client provide Company a review, Client authorizes Company to copy, transfer, and distribute Client’s review in other mediums and publications.
14. Matters outside the scope of Legal Services or Company’s skillset. Whether Legal Services are within Company or its Attorney’s skillset is a decision to be made at Company’s sole discretion. Company may oversee or work closely with external counsel or specialists retained to perform services for Client. Company may, where possible and necessary, provide Client with a referral to external service providers concerning matters beyond Company or Attorney’s expertise. Any referrals made by Company are not guarantees on quality or work-product. Client is responsible for independently ensuring the competency of any individual or organization hired to service its need. Client acknowledges that Company bears no responsibility for work of attorneys, law firms, or other external service providers referred by Company to Client.
15. Conflicts of interest. Company and its Attorneys are bound by ethical obligations regarding conflicts of interest that may require Company o decline to provide advice, consultation, or representation on certain matters which would otherwise be considered Legal Services.
15.1. Advanced waiver. Client agrees that, notwithstanding Company’s present representation of Client, Company may, now or in the future, without seeking or obtaining Client’s further consent, represent other persons, companies, subsidiaries or others whether or not they are now Clients of our law firm, in other matters where those other parties are adverse to Client. Client further agrees not to seek disqualification of our law firm should Company sue Client in the future.
15.2. Conflict waiver. Where a waivable conflict arises and Company may, for example, represent two parties with similar interests, Client may be asked to consider waiving a conflict of interest. Where a Client agree to “waive” a conflict of interest. Client’s Waiver is based on Client having been fully informed of the conflict of interest by Company and Company’s reasonable belief that Company will be able to provide competent and diligent representation to Client notwithstanding the conflict of interest. Where Client has agreed to a Waiver Client understands that Client has the right to seek other counsel to represent Client and Client consents to Company’s continued representation of Client.
16. Informal dispute resolution. Before serving a complaint, demand, or filing a lawsuit, Client agrees to first notify Company of its claims. Client agrees to notify Company by email to claimsnotices@CORPlaw.us (“Notice”). Client and Company then will seek informal voluntary resolution of the Claim. Any Notice must include pertinent account information, a brief description of the claim, and contact information, so that you or Company, as applicable, may evaluate the claim and attempt to informally resolve it. Company will have 60 days from the date of the receipt of the Notice to informally resolve Client’s Claim, which, if successful, will avoid the need for further action. The Parties agree to make a good faith effort to schedule an in-person negotiation to take place within 21 days of either Party’s written request for negotiation served upon the other Party in writing. If the Parties’ efforts to resolve the dispute fail and the Parties proceed to litigation, the prevailing Party will be entitled to recover all fees and costs incurred, including reasonable attorneys’ fees, expert witness fees, paralegal charges, and other charges, irrespective of whether Company represents itself or hires other attorneys to represent Company.
17. Forum selection. This Agreement will be interpreted and construed by the laws of the state of Florida without regard to its principles on conflicts of laws. The Parties agree that any disputes, controversies, or claims between Client and Company related to or arising out of this Agreement will be submitted to the appropriate court situated in Miami-Dade County, Florida, or submitted to a mutually agreed upon alternative dispute resolution service provider based in Miami-Dade County, Florida.
18. Termination, discharge, or withdrawal. Company and Client mutually agree to make a good faith effort to provide the other Party with at least 30-day notice before terminating this agreement. When Company’s services conclude, all unpaid charges will immediately become due and payable. Termination of this Agreement will not relieve Client of the obligation to pay for all services rendered and costs or expenses paid or incurred on Client’s behalf under this Agreement prior to the date of such termination. Any fees previously paid by Client to Company are not refundable.
18.1. Termination or withdrawal by Company. Company agrees to make a good faith effort to provide Client with at least 30-day notice before terminating this Agreement or withdrawing, with the following notable exceptions. Company may immediately discontinue Legal Services if Client fails to pay bills promptly or some misconduct should arise on the part of Client that Company deems to impair the attorney-client relationship. Company may also withdraw with Client’s consent or for good cause. Good cause includes Client’s breach of this Agreement, refusal to cooperate or to follow Company’s advice on a material matter, or any fact or circumstance that would render Company’s continuing representation as unlawful or unethical. If Company terminates the Agreement for good cause, Client remains obligated to pay all outstanding balances. Client agrees to take all steps necessary to free Company and its Attorneys of any obligation to perform further, including the execution of any documents required to perfect withdrawal. If permission for withdrawal is required by a court, Company will promptly apply for such permission and Client agrees to engage successor counsel to represent Client’s interests.
18.2. Termination or discharge by Client. Client agrees to make a good faith effort to provide Company with at least 30-day notice before terminating this Agreement. By signing below, Client agrees that, if it seeks to terminate or discharge the attorney-client relationship, Client will provide written notice within a reasonable time frame for Company to cease providing Legal Services.
19. Privacy and digital security disclosure. In providing Legal Services to Client, Company may receive nonpublic personal information about Client. Company will hold such information in strict confidence and such information will not be intentionally disseminated to any person or entity outside of Company without Client’s consent, unless such disclosure is warranted to justifiably advance Client’s legal interests or is required, despite attorney-client privilege, under applicable law, or in the event of an unexpected or unpreventable dissemination of private Client documents as the result of a data breach. Company may store some or all of Client’s files on a variety of digital platforms, including third-party cloud-based servers (which include, but are not limited to, Missive, Box.com, ClioGrow, ClioManage, Zoom, Otter.ai, Microsoft Office Suite, etc.). Client is also put on notice that phone calls with Company may, at times, be recorded and/or transcribed, which includes, but is not limited to recording features in conferencing software (e.g., Zoom). Although Company makes a good faith effort to ensure hardware, servers, and software are secure, there is still a risk that Client’s confidential or privileged information may be disclosed though an unanticipated data breach. By signing this Agreement, Client consents to Company’s use of such storage services, that meetings may be recorded, and consents to any associated risks.
20. Attorney-Client Privilege. Information Company receives from Client in the Scope of Company’s provision of Legal Services is, generally, subject to the attorney-client privilege (“Privilege”). Client is placed on notice that this Privilege does not extend beyond Company, its Attorney’s, agents, and Client. Should Client share privileged or confidential information with third-parties, Client may lose the benefit of the Privilege. Client should avoid copying third parties on emails between Company/Attorney and Client or any other inclusion of third-party on Privileged communications, including forwarding emails or other communication from Company to third-parties. Should Client inject third parties into its communications with Company, Client will bear the risk of its actions and waives any right to seek relief against Company. Company will do all it can to protect Client documents and information within the bounds of the law. However, Client is placed on notice that Company may be under an independent ethical duty to reveal privileged information if it involves (i) the commission of illegal or fraudulent acts that are committed during the Engagement, (ii) the intent to commit a crime, or (iii) if Company is required to disclose the information by law, rule, or court order.
21. Disclaimers and disclosures.
21.1. No guarantee by Company. Client acknowledges that Company has made no guarantees or warranties in the disposition or outcome of any phase of this matter or matters upon which Company has been retained. Nor will Attorney ever make such promises or guarantees. Company cannot and does not guarantee any specific outcome or result. Company and Company Attorney’s comments about the outcome of matters are expressions of opinion only. Client acknowledges that all expressions that are made or have been made by Company to Client are opinions only. Client further understands and agrees that the practice of law is not an exact science and is constantly evolving and changing. To that end, Attorney agrees to act in accordance with prevailing professional standards and render advice, guidance, and advocacy to the best of its ability based on the information available at the time the Legal Services are rendered to protect Client and Client’s interest in accordance with the applicable rules of professional conduct and any other applicable law, regulation, or ordinance. However, Attorney has not, cannot, and will not guarantee that any advice or guidance provided to Client will prevent Client from being sued by a third-party, investigated by any governmental body or agency, and/or charged with violating any law, regulation, or ordinance.
21.2. Corpion Legal Group, P.A. Owner may elect to do business as a different company name, including, but not limited to, CORPlaw. By signing this Agreement, Client acknowledges that Corpion Legal Group, P.A. may at times be run as a solo practice, with only one attorney, or may grow to include additional partners, associates, staff, or contractors and may do business as a different name. Client acknowledges that Company has made no improper marketing representations to Client, including but not limited to representations about the size of Corpion Legal Group, P.A. Client acknowledges that it seeks to engage Company no matter the internal business organization—one attorney or multiple attorneys, employees, or outside contractors—of Corpion Legal Group, P.A. and no matter the company name. Client acknowledges that the term “Group” as used within the name Corpion Legal Group, P.A. has not been used to mislead Client about the size or abilities offered by Company and Corpion Legal Group, P.A.
21.3. Updating and maintaining Client documents is Client’s responsibility. Client acknowledges that legal documents (e.g., contracts, legal opinions, etc.) are, for the most part, living documents that require continuous review and updating to ensure continued validity and viability. The rule of law may change over time, and the factual circumstances underlying the documents may also change. Company prepares Client documents based on information within Company’s possession at the time of drafting and finalization of Client’s documents. To the extent factual or legal circumstances change upon finalization of a Client document, Client acknowledges its obligation to keep said document up to date. Company bears no continuing obligation to update Client’s legal documents beyond the scope and terms of this Agreement.
21.4. Individual rights. Attorneys within the Company may engage in external business pursuits, which may include the creation of technology companies, start-ups, or other entrepreneurial endeavors. Company and its Attorneys make no representation or promises that they will forego any business opportunities in consideration of Client, unless otherwise required to by rules governing the legal profession. Client acknowledges and accepts that individuals who work or have worked for Company may—where permitted—pursue individual business interests. Client retains no rights or interest in the creations or business efforts of Company or Company’s Attorneys.
21.5. Client bears full obligation for any corresponding tax obligation. In connection with this Agreement and the provision of Services, Company may properly receive and take tax-related directions and instructions from and perform Services as directed or requested by or discussed with, Client’s and Client’s officers, managers, agents or representatives. Company will not be advising Client on any tax matters. Client bears full responsibility for and should consult with and collaborate with Client’s C.P.A. (accountants, tax advisors and/or auditors, etc.) to understand Client’s tax liabilities and responsibilities. No matter the context—tax implications of a legal settlement, business transaction, or resulting from corporate documents prepared by Company—Client alone bears full responsibility for the tax consequences resulting from Company’s provision of Services. Client agrees to indemnify and hold Company harmless for any tax-related liabilities Client may bear from Company’s provision of legal Services on Client’s behalf. Where Client requests tax-related documents from Company, Company will assess a convenience fee (starting at $50.00 and increasing depending on the complexity of the request).
21.6. Client bears full obligation for any corresponding securities obligations. In connection with this Agreement and the provision of Services, Company may properly receive and take securities-related directions and instructions from and perform Services as directed or requested by or discussed with, Client’s and Client’s officers, managers, agents or representatives. Company will not be advising Client on any securities matters, unless explicitly written within the Engagement Agreement. Client bears full responsibility for and should consult with and collaborate with a securities expert to understand Client’s securities-related liabilities and responsibilities. No matter the context, Client alone bears full responsibility for the securities consequences resulting from Company’s provision of Services. Company will not advise Client on any federal or state securities matters. If the matter or Services for which Company is being engaged involves the preparation of information and/or disclosure (including “risk factors”) schedules, exhibits or documents regarding Client or Client’s company (and/or, among other things, its business, affiliates, management, operations, contracts, intellectual property, plans, results of operations, financial condition and/or prospects), Client and Client’s management personnel will solely be responsible for preparing and verifying, as to accuracy and completeness, all such schedules, exhibits and documents. If Client or any other entity formed in connection with this Agreement affiliates or merges with, acquires or is acquired by another entity which is a client of Company, Client shall provide Company with sufficient notice to permit Company to withdraw as Client’s counsel if Company determines that such affiliation or acquisition creates an irreconcilable conflict of interest between any of our other clients and the other party to such affiliation, merger, acquisition or consolidation, or if we determine that it is not in the best interests of Company to represent the new or surviving entity. Client agrees to indemnify and hold Company harmless for any securities-related liabilities Client may bear from Company’s provision of Legal Services on Client’s behalf.
21.7. Bar admissions disclosure and related advice. Some of Company’s Attorneys are admitted to practice law in the State of Florida. Attorneys will not provide, unless explicitly agreed to in writing, substantive legal advice or assistance, or opining, with respect to the laws, rules or regulations of any other State (including the States of Delaware or New York), Country or jurisdiction (together, “Other Laws”), or documents, instruments and/or agreements that are or may be governed by such Other Laws. Insofar as a matter or legal Services which are the subject of this Agreement or our representation or services in connection therewith involves or includes consideration of, compliance with or documents, instruments and/or agreements arising under or governed by Other Laws, Client acknowledges that Attorneys are not experts in such laws, rules and regulations and Client agrees to look solely to other counsel admitted to practice in such states, countries or jurisdictions and/or otherwise expert in such Other Laws.
22. Protection of Company’s intellectual property rights.
22.1. Company’s ownership of intellectual property. Company is the sole and exclusive owner of all right, title, and interest throughout the world in and to all the results and proceeds of Legal Services performed under this Agreement, including, but not limited to, Attorney’s work product, deliverables produced on behalf of Client, educational content produced and shared with Client and third-parties, internal documents and materials, etc. (collectively “Intellectual Property Rights”). Where paid in full, Company agrees that specific, custom, legal deliverable produced for Client through the provision of Legal Services are deemed a “work made for hire” as defined in 17 U.S.C. § 101. If, Client fails to pay its Fees or otherwise breaches the Agreement, deliverables Company produced for Client do not constitute a “work made for hire,” and Client irrevocably assigns Company, in each case without additional consideration, all right, title, and interest throughout the world in and to its work product performed in relation to providing Legal Services to Client, including all Intellectual Property Rights. Company shall own all rights to any work product generated on Client’s behalf while completing Legal Services and any and all work performed on Company’s behalf or using Company’s confidential information. Company may modify any work product prepared on Client’s behalf and repurpose it, whether or not it is deemed “work made for hire”. In the event such work product is not deemed a “work for hire” or is not considered assigned to Company, then Client grants Company the exclusive, perpetual, irrevocable, worldwide, fully paid up, royalty-free, sublicenseable right, but not the obligation, to use and to license others the right to use and commercial use of Company’s work produced on Client’s behalf.
22.2. Client’s release of Moral Rights. Any assignment of copyrights under this Agreement includes all rights of paternity, integrity, disclosure, and withdrawal and any other rights that may be known as “moral rights” (collectively, “Moral Rights”). Client irrevocably waives, to the extent permitted by applicable law, any and all claims it may now or hereafter have in any jurisdiction to any Moral Rights with respect to produce made in the course of providing Legal Services, other work produced by Company on behalf of Client or produced by Attorney’s using Company’s Intellectual Property or Confidential Information.
22.3. Enforcement of Ownership Rights. Upon Company’s request, Client must promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, as may be necessary to assist Company to prosecute, register, perfect, record or enforce its rights in any work product, intellectual property created on Client’s behalf of or using Company’s intellectual property or Confidential Information. In the event Company is unable, after reasonable effort, to obtain Client’s signature on any such documents, Client irrevocably designates and appoints Company as its agent and attorney-in-fact, to act for and on Client’s behalf solely to execute and file any such application or other document and do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights or other intellectual property protection related to the Legal Services with the same legal force and effect as if Client had executed them. Client agrees that this power of attorney is coupled with an interest. Client acknowledges that this power of attorney is coupled with an interest, in that the Company has an interest in enforcing its ownership rights, and that as a result, in addition to any other consequences under law, this power is irrevocable and will survive Client's death.
22.4. Company’s Right of Use. To the extent that any of Company’s pre-existing materials are contained within the Legal Services, Company retains ownership of such preexisting materials and grants Company an irrevocable, worldwide, unlimited, royalty-free license to use, publish, reproduce, display, distribute copies of, and prepare derivative works based upon, such preexisting materials and derivative works. Company may assign, transfer, and sublicense such rights to others without Client’s approval.
22.5. No right to use Company’s or Intellectual Property. Client and Client’s representatives have no right or license to use, publish, reproduce, prepare derivative works based upon, distribute, perform, or display any deliverables Company produced for Client, unless permission is expressly granted in writing, of Company’s intellectual property. Client and Client’s representatives have no right or license to use Company’s trademarks, service marks, trade names, logos, symbols, brand names, Company’s policies and procedures, Company’s product or pricing lists, Company’s client or lead generation lists, any non-public internal documents shared with Client, or any intellectual property that belongs to Company. Further, Client shall have no right or license to use Company’s trademarks, service marks, trade names, logos, symbols, brand names, or other intellectual property rights in connection with Company’s provision of Legal Services hereunder.
23. Choice of Law. These Client Terms, the Engagement Agreement, the Agreement, and any claim will be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
24. Entire agreement. This Agreement contains the entire agreement of the Parties. No other agreement, statement, oral or written communication (emails, phone calls, etc.), or promise made on or before the Effective Date of this Agreement will be binding on the Parties.
25. Modification. Client is placed on notice and accepts that Company may, in its discretion, update its Client Terms of Service. Client acknowledge that publication on its website, via email, or other digital notification is sufficient notification. Client understand and agrees to be bound by Company’s most updated version of its Terms of Service, regardless of the applicable version available at the date Client signed its Engagement Agreement. Client may not modify or amend the Agreement. Client’s proposed modifications or amendments to the Agreement will not be binding upon Company unless agreed in a written instrument signed by Company’s Owner or posted on Company’s website. An email from Client or its representatives will not constitute a written instrument as contemplated by this Section.
26. Waiver. Failure of Company or Attorney to insist on strict compliance with any of the terms, covenants, and conditions of this Agreement will not be deemed a waiver by Company of such terms, covenants, and conditions, or of any similar right or power. Company’s failure to act with respect to a breach by you or others does not waive Company’s right to act with respect to subsequent or similar breaches. Company does not guarantee it will take action against all breaches of this Agreement, but reserved the right to do so.
27. Assignability. Clients may not assign the Agreement, or any of its rights or obligations hereunder, without Company’s prior written consent in the form of a written instrument signed by Company’s Owner. An email from Client or its representatives will not constitute a written instrument as contemplated by this Section. Company may freely assign this Agreement and the other Client Terms of Service. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Client Terms of Service are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.
28. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute the same instrument. The Parties agree that signatures transmitted electronically, whether sent via facsimile, emailed as attached files (e.g., PDF), or executed using an electronic signature platform (e.g., DocuSign), will be acceptable to bind the Parties and will not in any way affect this Agreement’s validity.
29. Severability. If any provision of this Agreement is held in whole or in part to be unenforceable for any reason, the remainder of that provision and of the entire Agreement will be severable and remain in effect. If and to the extent any provision of this Agreement or the Client Terms is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
30. Death or Dissolution. In the event of death or dissolution of Company’s Owner, during the term of this Agreement, all sums that are then payable become payable to Company for Legal Services rendered before death. Client agrees to pay all fees for Legal Services owed Company to its personal representative in accordance with this Agreement.
31. Force Majeure. Company will not be liable for delay or failure in performance resulting from acts beyond the control of Company, including, but not limited to, power failures, hurricanes or inclement weather, traffic, banking delays, governmental shutdowns, pandemics, or other unexpected acts of nature. Company’s performance in such circumstances will be suspended for the period of delay. Where it is reasonably foreseeable that the delay will be indefinite, then the terms which cannot be performed will be deemed invalid and severed from the balance of the Agreement. Company will be excused from performing the severed terms based on frustration. Company bears no responsibility for suspension, severance, or other delay of material provisions to this Agreement, which result from the types of unexpected acts detailed herein.
32. Prevailing language and location. The English language version of the Engagement Agreement and Client Terms will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any.
33. Access of this site outside the United States. Company makes no representations that the Site is appropriate or available for use outside of the United States. Those who access or use the Site from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable foreign, United States, state, and local laws and regulations, including, but not limited to, export and import regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, including services or software. To access or use the Site or Legal Services, you must and hereby represent that you are not: (a) a citizen or resident of a geographic area in which access to or use of the Site or Legal Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce Denied Persons or Entity List, the U.S. Department of Treasury Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. Client agrees that if its country of residence or other circumstances change such that the above representations are no longer accurate, Client will immediately notify Company, cease using the Site and Legal Services.
34. Survival. After this Agreement terminates, the terms of this Agreement, including the Client Terms of Service, that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect, except any obligation of Company or its Attorneys to provide continuing legal advice to Client. For example, the provisions protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you or Company from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination. After this Agreement terminates, Company and its attorneys, as detailed within Sections 6.1, 19.1, and 22.3, bear no continuing obligation to represent, advise, or otherwise counsel Client upon termination of relationships.
35. Definitions. The following terms are used throughout this Agreement and have the following specific definitions, regardless of capitalization, use in the singular or plural form, or use in the past, present, or future tense; and will be considered fully incorporated within the Agreement as if stated directly within an applicable provision.
35.1. “Attorney” refers to licensed employees and/or contractors of Corpion Legal Group, P.A. d/b/a CORPlaw who provide legal services.
35.2. “Client” refers to an individual or entity hiring Attorney to perform Legal Services. If Client is an entity, Attorney is providing Legal Services to Client in its corporate form.
35.3. “Company” refers to Corpion Legal Group, P.A. (d/b/a CORPlaw) and includes any Attorneys, freelancers, staff, or other permissible team members who will be involved in providing Legal Services to Client.
35.4. “Composite Information” means compiled feedback about Users on Profiles, or elsewhere on the Site, and includes User comments; User ratings; indicators of User satisfaction; and other feedback left exclusively by other Users.
35.5. “Engagement” mean the limited in scope and finite period of time Client and Attorney maintain a professional attorney-client relationship, whereby Attorney is providing Legal Services to Client as defined both within the Engagement Agreement and Client Terms of Service.
35.6. “Engagement Agreement” or refers to the form engagement document signed by Client as necessary to initiate Engagement with Company.
35.7. “Parties” refers to Attorney and Client as those terms are defined and detailed within this Agreement.
35.8. “Representatives” refers to employees, agents, representatives, or permissible assignees.
35.9. “Site” refers to Corpion Legal Group, P.A.’s website, which is currently housed at www.corplaw.us, but which may be changed from time to time as Attorney sees fit.
35.10. “Terms” collectively refers to all of the terms, conditions, provisions, clauses, requirements, obligations or notices contained or referenced herein.
35.11. “User(s)” refers to Client, Attorney, and any individual or entity that elects to use the Site, where some provisions that apply to Clients who have engaged Attorney may not apply to Users.
35.12. “User Content” means any comments, remarks, data, feedback, content, text, photographs, images, video, work product, research, legal work, or other information that you or any Site Visitor or User post to any part of the Site or provide to Company, including such information that is posted as a result of questions.
35.13. “We,” “Us,” or “Our” refers to Attorney.
35.14. “You” or “Your” refers to User(s), either individually or as an authorized representative on behalf of a company or legal practice who engages or intends to engage Attorney for Legal Services, which may include, but is not limited to Client, prospective clients, and, current clients.