Last Updated Date: August 4, 2023
Thank you for considering us for your startup’s legal needs. These terms confirm the scope and terms of your legal services and subscription through counselx.legal (the “Site”) by CounselX P.C., a New York professional corporation (referred to as “us”, “we”, or “our” as the context may require) located in the State of New York. Our attorneys are licensed in New York and District of Columbia (D.C.). Our legal advice is limited to advising on US federal, New York, D.C. and international laws.
By clicking on the “I Accept” button, you (a) acknowledge that you are read and understand these terms; (b) represent and warrant that have the right, power, and authority to enter into these terms and, if entering into the terms for an organization, that you have the legal authority to bind that organization; and (c) accept these terms and agreed that you are legally bound by them.
These terms are subject to change by us without prior written notice at any time, in our sole discretion. Any changes to the terms will be in effect as of the “Last Updated Date” referenced on the Site. Your continued use of this Site after the “Last Updated Date” will constitute your acceptance of and agreement to such changes.
1. SUBSCRIPTION TIERS
The scope of our legal services is limited by the monthly subscription tier you choose. Currently, there are four (4) subscription tiers: (i) Xpress; (ii) Xstandard; (iv) Xponential; and (iv) Xplosive. Your subscription tier may include some or all of the following features:
(a) Initial Legal Assessment: We will conduct a high-level review of your corporate, commercial, IP and other key documents and discuss our findings with you over the phone or video conference only. We do not send our findings in written unless you engage us and pay for additional work.
(b) Monthly Calls: You can schedule your monthly call via your account dashboard or by sending a request to our Legal Support Team at [email protected]. Monthly calls generally last 15 minutes or less and are conducted via phone or video conference. Monthly calls are designed to have your quick legal questions about inactive matters answered. Any time spent on responding to phone calls on active matters counts towards your monthly hours allotment. Xpress tier includes only one monthly call.
(c) Access to Startup Law Library: The Startup Law Library includes Guidance, Documents, Videos and Frequently Asked Questions. Download or use of the Startup Law Library is neither legal nor tax advice and the Startup Law Library and applicable instruction or guidance is not customized to your particular needs. If you have specific questions, you should set up a call with us by emailing [email protected].
(d) Legal Work: All legal work hours are tracked in 15-minute increments. Any time spent by our team, including conducting tasks such as general review, emails, phone calls (other than monthly calls to discuss non-active matters) and drafting and reviewing legal documents counts towards your monthly hours allotment. Unused hours do not roll or carry over. Xpress tier does not include this feature.
(e) 50% Discount on Additional Work: Applies to standard hourly rates (billed in 15-minute increments) and fixed fees. Our standard hourly rates as of August 2023 are $700, subject to change on yearly basis, at our sole discretion. Xpress tier does not include this feature.
You will be assigned a member of our Legal Support Team, which consists of lawyers, paralegals and other support staff (the “Legal Support Team Representative”). This Client Support Team Member will remain your main point of contact to ensure work is done in the most appropriate, cost-efficient manner. If at any time you have concerns about any aspect of the services, please contact the Client Support Team by emailing suppor[email protected] or calling our toll free number (800) 297 0255.
3.1 You will pay for your subscription each month in advance via the payment method you have on file with us via our payment processor, currently Stripe, Inc.. The subscription payments for any given month are non-refundable regardless of usage but you can change or cancel your subscription at any time. We do not offer partial refunds or credits on cancelations. To change or cancel your subscription, you must send a cancellation request to [email protected] at least 48 hours before your monthly subscription renewal.
3.2 In the course of providing services to you, we may incur certain expenses such as filing fees or other out-of-pocket costs pro-approved by you in writing. You agree to pay or reimburse us for these pre-approved expenses.
3.3 If you request additional services, any additional work may be billed upfront, monthly or on completion of the matter, depending on the billing arrangement discussed with you. Our invoices for additional services and expenses may be due on receipt or within 15 days of billing.
3.4 You represent and warrant that (i) the credit card information you supply to us is true, correct, and complete, (ii) you are duly authorized to use such credit card for the payment, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you for your subscription, additional services and pre-approved expenses, if any, regardless of whether you have used your subscription features in any given month.
3.5 We may charge the payment method you have on file if any of our invoices are past their due date. We may also suspend all work and permanently disengage if any of our invoices are past their due date. In case of such suspension, you shall be responsible for ensuring any active matters are properly completed and/or promptly finding alternative counsel of your choice and transitioning any active matters to such counsel for their proper completion.
3.6 If a payment method fails, all late payments shall bear interest at the lesser of the rate of 1% percent per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. If a payment failure continues for 30 days or more, we may send such outstanding account to a collection agency. You shall pay or reimburse us for all costs incurred in collecting any late payments, including, without limitation, interest, late payment fees and attorneys’ fees.
4. CLIENT OBLIGATIONS
You shall: (a) ensure that any information you provide to us is complete and accurate; (b) co-operate with us in all matters relating to this representation; (c) provide us with such information and materials as we may reasonably require in order to provide the representation, and ensure that such information is accurate in all material respects; and (d) pay our fees and expenses under Section 3 promptly.
5. LEGAL SUPPORT WITH DISPUTES
We also assist clients with negotiation and out-of-court settlement of disputes. If a dispute ends up in a court or in arbitration or mediation, we must agree on a separate engagement and payment terms for such representation. We cannot provide estimated, fixed or capped fees for disputes.
6. NO GUARANTEE OF OUTCOME
We will do our best to serve you efficiently. The outcome of any matter is subject to inherent risks and other factors beyond our control. Therefore, we have not made, and cannot make, any guarantees or promises concerning the outcome of this matter. Our fees and expenses are payable regardless of the outcome.
7.1 In the course of providing legal services to you, we may receive non-public personal information about you. All such information will be held in strict confidence and will not be disseminated to any outside person or entity without your consent, unless such disclosure is required under the applicable law.
7.2 We may store some or all of your files on a variety of platforms, including third-party cloud-based servers. Although we take every precaution to make sure these servers are encrypted and secure, there still is a risk that your confidential or privileged information may be disclosed. You consent to our use of such storage services.
8. ATTORNEY-CLIENT PRIVILEGE
Generally, information we receive from you is subject to the attorney-client privilege. However, we may be under an independent ethical duty to reveal privileged information if (a) it involves the commission of illegal or fraudulent acts that are committed in the course of this engagement, (b) it involves the intent to commit a crime, or (c) we are required to disclose the information by law or court order.
Conflicting matters may arise that require your consent. If such a matter arises, you will consider in good faith consenting to the conflict and you are favorably inclined to provide such consent absent unusual circumstances.
10. TERM AND TERMINATION
10.1 Your subscription will only commence when we receive from you the application subscription payment.
10.2 We may terminate your subscription at any time, on reasonable notice to you. You may terminate your subscription at any time on payment of all outstanding dues.
On termination of subscription, all records shall remain with us for 180 days during which you can review and copy such records for your safe keeping. Records of matters closed more than 180 days may be destroyed at our discretion, unless you instruct us otherwise.
In the event that a dispute between us that we are unable to amicably resolve, you may seek mediation or arbitration pursuant to New York State Fee Dispute Resolution Program.