Conditional Engagement

This agreement represents a conditional offer of legal services subject to:

• Completion of a conflict of interest check, and
• Submission of satisfactory identity verification documentation, if requested.

No attorney-client relationship is formed, and no legal work will commence, until Entrepreneur Legal US:

1. Completes these checks, and
2. Issues written confirmation of your acceptance into the program.

If Entrepreneur Legal US identifies a conflict or cannot verify your identity, it reserves the right to decline representation and will not process payment.

Scope of Legal Services

By enrolling in the StartWise™ US Membership Program, you are retaining Entrepreneur Legal US to provide non-litigation legal services that are:

• Specifically listed as included in the plan you selected (Starter, Builder, or Scaler), and
• Limited to those practice areas and service categories described at https://us.entrep.legal/legal-services-us/.

Excluded Services: Any legal services not expressly listed on the website above—including but not limited to court representation, litigation, tax, immigration, patent matters, or regulated industry advice—are outside the scope of this agreement unless separately agreed in writing.

Entrepreneur Legal US may offer additional services at discounted hourly or flat rates, subject to availability and conflict clearance.

Fees and Payment Terms

By enrolling in a StartWise™ US membership plan, you agree to the following billing terms:

• You authorize Entrepreneur Legal US to collect payment for your selected plan upon approval of your membership.
• Monthly Memberships: Billed in advance each month on the calendar date corresponding to the date that your membership was approved by Entrepreneur Legal US (the “Billing Date”).
• Annual Memberships: Billed in full upfront for 12 months at the time of enrollment.
• Annual memberships may include discounts or bonus services as noted at the time of purchase.
• All fees will be billed automatically to the payment method provided during signup or updated via your account dashboard.
• All memberships will automatically renew at the end of each billing cycle (monthly or annually) unless cancelled at least 48 hours before the renewal date via your dashboard. 
• You are responsible for maintaining accurate billing and contact information to avoid service disruption or unintended charges.
• You may cancel, upgrade, or downgrade your plan at any time.
• Any changes to your plan will take effect at the end of your current billing period.
• No refunds will be issued for unused time under either monthly or annual memberships.
• You will continue to have access to all features and services included in your current plan until the end of the active billing cycle, even after submitting a cancellation or downgrade request.
• Entrepreneur Legal US reserves the right to update pricing or plan features with 30 days’ prior notice. Any such updates will apply at the time of your next renewal following expiry of the notice period.

Client Responsibilities

You agree to:

• Provide accurate and complete information for conflict and identity checks.
• Use services only for lawful business/personal needs.
• Maintain confidentiality of any materials or communications received.
• Notify Entrepreneur Legal US promptly of any material changes in your circumstances (e.g., business ownership, litigation, regulatory issues).

Service Usage Terms

• Q&A Allowance: Your monthly Q&A allowance varies by plan. Each Q&A includes one focused legal or business question and any brief related sub-questions. Administrative questions do not count against your allowance.
• Consultations: Strategy calls must be scheduled through Entrepreneur Legal US’s designated platform. Unused consultations and Q&As may roll over once to the following month, but expire if not used in that cycle.
• Document Review & Drafting: If included in your plan, Entrepreneur Legal US will review or draft legal documents as described. Any bespoke or excess work may be subject to additional fees at discounted member rates.

Conflicts and Confidentiality

All information you submit will be held in confidence and used only to assess eligibility and conduct legal work. If a conflict is identified post-onboarding, Entrepreneur Legal US may withdraw from representation in accordance with New York Rules of Professional Conduct.

Termination

Either party may terminate this agreement at any time. Upon termination:

• Entrepreneur Legal US will complete any necessary transition work or closeout, subject to ethical obligations.
• Unused services within a billing period may not be refunded unless required by law or applicable rules.

Intellectual Property

All documents, templates, guides, videos, written resources, and other materials provided through your membership (collectively, the “Materials”) are the intellectual property of Entrepreneur Legal US or its licensors, and are protected by U.S. and international copyright, trade mark, and other intellectual property laws.

Subject to your compliance with this agreement, Entrepreneur Legal US grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Materials solely for the internal business or personal legal needs of the individual or legal entity that enrolled in the membership.

You may:

• Download and adapt templates for internal use in your own business;
• Use the Materials to create documents for your own transactions, filings, or legal compliance efforts;
• Share completed or customised versions internally with your staff, officers, or co-founders.
  

You may not:

• Share, resell, publish, or distribute the Materials for the purpose of reuse (in original or modified form) to any third party outside your business, including to clients, contractors, affiliates, or other businesses;
• Use the Materials as part of a legal, business, coaching, or content offering (e.g., online course, document generator, template pack, or legal toolkit);
• Remove, obscure, or alter any copyright, trademark, or attribution notices within the Materials;
• Hold out the Materials as your own intellectual property or as legal advice from your firm or personnel.
  

This license terminates automatically upon the end of your membership or breach of this agreement. Entrepreneur Legal US reserves the right to audit use or take legal action to protect its rights in the event of unauthorized use.

Limitation of Liability

Exclusion of Certain Losses
To the maximum extent permitted by applicable law, Entrepreneur Legal US shall not be liable to you or any third party for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to:

• Loss of revenue, profits, or anticipated savings;
• Loss of business opportunity, goodwill, or reputation;
• Loss of data or corruption of systems;
• Legal or regulatory exposure arising from your reliance on any Materials or services,
  

whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable or previously advised of the possibility of such damages.

Cap on Liability
To the fullest extent permitted by law, the total aggregate liability of Entrepreneur Legal US, its attorneys, employees, contractors, and affiliates under or in connection with this agreement (whether in contract, tort, negligence, or otherwise) shall not exceed the total amount paid by you for your membership during the three (3) calendar months immediately preceding the date on which the claim arose.

No Guarantee of Suitability or Outcome
The Materials and services are provided for general legal guidance and convenience and do not guarantee suitability for your specific situation, jurisdiction, or intended use. You are solely responsible for reviewing and modifying any documents to meet your legal needs. Use of the services or Materials does not guarantee any legal result or outcome.

Attorney Professional Conduct
Nothing in this agreement is intended to, nor shall it be construed to, limit Entrepreneur Legal US’s liability to the extent such limitation is prohibited under the New York Rules of Professional Conduct, or other applicable laws, including liability for professional negligence where the client has not been independently represented in agreeing to such limitation.

Non-Excludable Rights
Nothing in this agreement shall exclude or limit liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot lawfully be excluded or limited under applicable law.

Jurisdiction, Governing Law, and Arbitration

This agreement, and any legal services provided under it, shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws principles.

Except as provided below, any dispute, claim, or controversy arising out of or relating to this agreement, the services provided, or the attorney-client relationship, including the validity, interpretation, performance, breach, or termination of this agreement, shall be resolved exclusively through binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules then in effect.

• Venue & Format: Arbitration shall be conducted remotely by video conference (e.g., Zoom), unless both parties mutually agree to an in-person proceeding in New York County, New York.
• Governing Law: The arbitrator shall apply substantive New York law to the merits of all claims and defenses.
• Costs: The arbitrator may award fees and costs as permitted by law or equity, and as consistent with the ethical obligations of attorneys under New York Rules of Professional Conduct.
• Exceptions: Either party may seek temporary injunctive or equitable relief in a court of competent jurisdiction in New York County, NY, without waiving the right to arbitration for all other issues.
• Finality: The arbitrator’s decision shall be final and binding, and judgment on the award may be entered in any court with proper jurisdiction.

Waiver of Jury Trial: By agreeing to arbitration, both parties expressly waive any right to a trial by jury in any legal proceeding related to this agreement.

Preservation of Ethical Duties: Nothing in this clause shall limit the Client’s right to file a complaint with the appropriate bar authority or regulatory body.

Supremacy of Agreement

If any conflict exists between this agreement and other content on the Entrepreneur Legal US website or other materials (including FAQs, or marketing materials), this agreement shall prevail.

Entire Agreement

This agreement, along with the pricing, descriptions and FAQs for the StartWise™ US membership plans accessible at https://us.entrep.legal/startwise-us-membership (as amended from time to time), constitutes the entire agreement between you and Entrepreneur Legal US regarding your StartWise™ US membership. It supersedes all prior oral or written communications. No other terms shall apply unless expressly agreed in writing.

Acknowledgment and Consent

By clicking “Submit,” you confirm that:

• You have read and understood the terms of this clickwrap agreement
• You understand that services are conditional upon Firm approval
• You understand that services are limited to those listed at https://us.entrep.legal/legal-services-us/
• You agree to the jurisdiction and arbitration terms
• You consent to electronic delivery of all communications
• You are authorized to enter into this agreement on behalf of yourself or your company

I AGREE TO THE TERMS OF THIS AGREEMENT AND AUTHORIZE ENTREPRENEUR LEGAL US TO CONDUCT CONFLICT AND ID CHECKS BEFORE FINALIZING MEMBERSHIP.