Introduction.

This limited scope engagement contract (the “Limited Engagement Contract,” or “Engagement”) between us, Virtlaw, PLLC a Texas professional limited liability company (“Virtlaw,” “us,” or “we”), and you (the “Virtlaw Member,” “client,” or “you”), shall govern the legal services provided through Virtlaw’s website or platforms, and mobile applications, available through www.virtlawus.com. The purpose of this Limited Engagement Contract is to: (i) outline important details of our relationship derived from the legal services available through Virtlaw’s subscription-based plans, (ii) explain our terms and conditions, (iii) outline our professional obligations to you, and (iv) define your responsibilities to us. BY CHOOSING TO ENGAGE OUR LEGAL SERVICES, YOU SIGNIFY YOUR AGREEMENT TO THE TERMS AND CONDITIONS OUTLINED HEREIN. IF YOU FIND ANY OF THESE TERMS UNACCEPTABLE, PLEASE DO NOT PURCHASE OR PARTICIPATE IN ANY SERVICES PROVIDED BY VIRTLAW, PLLC AND/OR WWW.VIRTLAWUS.COM AND/OR VIRTLAW TECH, INC.

Our Relationship.

This Limited Engagement Contract governs the legal services provided by Virtlaw to you. Virtlaw is not engaged to represent you generally in any matter, but rather, the specific matters of your choosing and which Virtlaw agrees to undertake. Virtlaw’s scope legal services is limited to the needs of startups and SMEs within our practice areas. Virtlaw reserves the right to accept or refuse any Client or legal matter in our sole discretion. Virtlaw may subcontract all, or any portion of legal services provided under this Engagement, as long as, such arrangement is compliant with the Rules of Professional Conduct governing the practice of law of Virtlaw’s attorneys and legal experts.

When requesting legal services from Virtlaw, you will provide us with the factual information and materials we need to perform the legal services. Virtlaw strives to provide the highest quality work in the market, and as consequence, we have the right to withdraw from, or decline, our representation in any matter, if: (i) Virtlaw, after careful review and consideration, concludes that the matter at hand is outside of the scope of our practice areas or expertise, or (iii) Virtlaw’s resources are not properly equipped to handle the matter at issue. Virtlaw does not provide business, personal, financial, investment, or accounting services or advice. As consequence, you will not rely on Virtlaw for any business, personal, financial, investment, or accounting advice and will not expect us to handle any matters in those fields. Virtlaw does not guarantee or promise any particular outcome derived from our legal services.

You have the right to terminate our attorney-client relationship at any time you wish with or without cause by cancelling your Virtlaw monthly plan through our interactive platform. You also have the right to cancel, change, downgrade/upgrade, your monthly plan at any time and for any reason or no reason. The services provided by Virtlaw are not assignable or transferable. Virtlaw also has the right, and sometimes the obligation, to terminate the engagement subject to the ethical standards in the Rules of Professional Conduct. We also reserve the right to suspend or terminate our representation, subject to such ethical standards, if you breach your obligations with respect to the engagement or are not current with your payment obligations.

Virtlaw Plan Benefits.

Virtlaw’s monthly plans include several benefits and features, such as: (i) Virtlaw Task, (ii) Virtlaw Connect, (iii) Virtlaw Templates, (iv) Virtlaw Files, (v) Virtlaw Community. Before entering into an attorney-client relationship with Virtlaw, you shall fully review and understand the scope and nature of Virtlaw’s services and features. For example, Virtlaw’s website has additional material on what Virtlaw Task consists of, and how to properly request, review and use such features.

Virtlaw’s Legal and Non-legal Services.

Some of Virtlaw’s innovative features (i.e., Virtlaw Templates, Virtlaw Community, etc.) available through our interactive platform or website www.virtlawus.com, shall not be deemed to be legal services or legal advice, but the mere interactive use of technological and innovative tools developed by Virtlaw to optimize and streamline the manner how Virtlaw caters to its clients. For example, any contracts or legal documents obtained through Virtlaw Templates, and which do not involve an attorney interaction, are not deemed to be legal services, as legal services cannot be provided by non-attorneys. Conversely, all attorney live consultations, legal services provided under Virtlaw Tasks, and communications provided pursuant to your request on a specific legal matter, under a certain set of facts and circumstances, are deemed to be legal services.

Common examples of legal v. non-legal services:

• Non-legal services:

  • When you download a template from Virtlaw Templates and use such contract or legal document with no attorney involvement.

  • When you communicate with other founders or business executives through our Virtlaw Community.

• Legal services:

  • When you submit a Virtlaw Task.

  • When you consult with an attorney through email, phone or video.

  • When you request a customized or bespoke legal document or contract.

Excluded Services.

This Engagement excludes a range of legal services, such as representation in litigation-related matters, disputes with third parties, and litigation services in various forums. It also excludes actions involving Virtlaw, Inc., or its affiliates and subsidiaries, matters withing practice areas not customary to Virtlaw’s representations, recruitment of other attorneys, international laws, appellate court appeals, frivolous cases, and repetitive matters without merit.

Other Litigation or Proceedings.

At any time during or after this engagement, if, as a result of this engagement, we are required to produce documents or appear as witnesses in any examination, audit, investigation or other proceeding or any litigation, arbitration, mediation or dispute involving you or related persons or entities, you are responsible for the reasonable fees and expenses Virtlaw incurs. Similarly, if we are sued or subjected to legal or administrative proceedings (other than claims brought by you or on your behalf), including unmeritorious disqualification proceedings, you agree to indemnify us for any attorney’s fees and expenses we incur as a result.

Subscription-based Plans and Automatic Payments.

By your enrollment into Virltaw’s monthly plans, you hereby authorize Virtlaw, to charge the monthly subscription-based fee, pursuant to the Virtlaw monthly plan of your choosing, and as specified in Virtlaw's Monthly plans, on an automatic recurring basis, to the payment method provided by you. To allow payment for the initial term of a Virtlaw month plan, valid credit card information is due at the time of purchase. Virtlaw’s clients will be charged upfront on a monthly basis for their selected subscription- based Virtlaw monthly plan. The billing cycle begins on the day the client subscribes to Virtlaw's services. Virtlaw will automatically charge the client's designated credit card on file each month after the initial date of purchase. By subscribing to Virtlaw's services, clients grant authorization for these automatic recurring charges on a monthly basis. Clients will receive an invoice statement at the time the services are paid. Unless otherwise notified in advance by Virtlaw, the monthly renewal automatic charge shall be equal to the original purchase price for the Virtlaw monthly plan of your choosing.

In the event that the Client wishes to terminate Virtlaw's services, Client must do so through our interactive platform. Most cancellations will be handled within two (2) business days from the date of submission. In the case of cancellations occurring within a monthly-subscription-term, Virtlaw offers pro-rated refunds calculated on a day-to-day basis, effective two (2) business days from when the notice was successfully submitted through Virtlaw’s interactive platform. You reserve the right to upgrade or downgrade your Virtlaw subscription-based monthly plan at any time during the subscription term. Lastly, before entering into an attorney-client relationship with Virtlaw, you are hereby requested to review our Subscription Payment Policy available at www.virtlawus.com.

Virtlaw offers 100% money-back guarantee if you are not fully satisfied with our services. However, the money-back guarantee shall only apply to the amount paid for the final month during your subscription term with Virtlaw. For example, if you have engaged Virtlaw for the months of September, August, November, and December, and during the month of December you decide to cancel your subscription because you are no longer fully satisfied with our services, Virtlaw will provide you with a full refund for the payment covering the final month of the subscription term (i.e., December). Further, under this example, refunds are not allowed for amounts paid to cover the months of September through November.

Conflict of Interest.

You fully understand that there may at some point be a potential conflict if Virtlaw represents two entities which will enter into a transaction at some future time. As consequence, your interests diverge, and such could create a conflict of interest for Virtlaw because we would be representing two or more clients with divergent interests. Such a conflict may be subject to a waiver of the divergent interests. If a waiver could not be obtained, or if the divergent interests were directly adverse, it may require Virtlaw to withdraw from representing either of the parties causing such conflict. Virtlaw may, in their sole discretion, continue to provide non-legal services, or legal services that are not related to the transaction causing such conflict.

Lastly, in the event that you, this firm or any court, tribunal or other body having jurisdiction determines that Virtlaw cannot or should not continue to represent either of the conflicted entities, you will not object to Virtlaw’s withdrawal or termination of our legal services for such transaction. You further waive any and all conflicts of interest arising from any such representation.By signing above, you consent to our continued or future representation of such conflicted legal entities in other matters not related to the transaction which caused the conflict.

Confidentiality and Other Matters.

As your attorneys, we owe you duties of confidentiality, loyalty, competent and zealous representation. We are required to preserve your confidences and secrets. This obligation and the attorney-client communication privilege exist in order to facilitate and encourage candid communication between a client and his or her attorney. It is worth noting that Virtlaw also provides non-legal services through its interactive technology, as explained above. As consequence, those non-legal services do not provided the same benefits or protection available under an attorney-client relationship that is established when Virtlaw is providing actual legal services. We can adequately represent you and give you sound legal advice only if you make us aware of all information and documents that might be relevant to the matter we have agreed to undertake. Accordingly, we urge you to communicate with us fully and without reservation so that we can properly perform legal services for you and give you legal advice with respect to the matter on which you have engaged us.

You should understand, however, that in those matters where we are representing a corporation or other legal entity, our attorney-client relationship is with that specific corporation or legal entity and not with its individual officers, directors, executives, employees, shareholders, partners, or other persons in similar positions, or with its parent, subsidiary, or affiliated corporations or persons. In such cases, our professional duties are owed only to the corporation or legal entity that we have agreed to represent, and you will not assert a conflict of interest because we represent other corporations, or entities that are adverse to any of such related corporations, or other legal entities. In some situations where there is no conflict of interest, we may represent the parent, subsidiary, or affiliated corporations of a corporation or other legal entity as well as the corporation or other legal entity.

Ownership of Files and Records.

Except as to records which belong to the firm, records or files which we receive from you and documents that are produced or created in connection with your representation, shall be your property, subject to any lien granted by law, rules of professional conduct and our right to make and retain copies. Such documents will be organized, safeguarded and maintained in your platform through Virtlaw technological feature known as, Virtlaw Files. Upon the cancellation of our services, Virtlaw will return records belonging to you unless you request otherwise, or unless special circumstances require us to retain such records for a specific period of time. Under our record retention policy, we normally destroy files five (5) years after a Virtlaw File is closed. It is understood and agreed that we shall have the right, at our sole discretion, to dispose any documents or files which have not been returned to you at such time and which were kept in your privileged and confidential folder in our feature, Virtlaw File.

Professional, Independent Attorney Judgment.

Attorneys performing legal services for Virtlaw Members under the terms of this Engagement Contract are not agents or employees of Virtlaw Tech, Inc. and/or www.virtlawus.com. Any attorney rendering legal services to a Client under a Virtlaw monthly-plan shall maintain the attorney-client relationship with such Client, and Virtlaw, PLLC is solely responsible for all legal services provided under this engagement. Participating attorneys reserve the right to make independent professional judgments regarding such presentations. Virtlaw Tech, Inc. and/or www.virtlawus.com will in no way influence or attempt to affect the rendering of professional services of our attorneys.

Internal Revenue Service (IRS) Circular 230 Tax Advice Disclosure.

To ensure compliance with requirements imposed by the IRS under Circular 230, Virtlaw hereby informs you that any U.S. federal tax advice contained in any communication from Virtlaw and/or Virtlaw Tech, Inc. (including information provided by a Firm or an attorney offering a consultation) is and was not intended or written to be used, and cannot be used, for the purpose of (1) avoiding penalties under the Internal Revenue Code or (2) promoting, marketing, or recommending to another party any matters addressed therein.

Website Disclaimer.

Virtlaw disclaims responsibility for the proper operation of the website, platforms and/or dashboards available through www.virtlawus.com, and you assume all risks for technical difficulties or failures in placing your order(s) or submitting information over the internet. By accepting the terms of this Engagement, you warrant that you are duly authorized to enter into such an Engagement. You use of www.virtlawus.com is subject to the Terms of Use and Privacy Policy available in our website.

Governing Law.

This engagement contract shall be governed by the laws of the State of Texas, and such laws will govern any dispute concerning our engagement regardless of where or how any such dispute is resolved.

Updated: October 4, 2023