Entrepreneur Legal US Legal Services Terms

Version date: May 23, 2026

These Entrepreneur Legal US Legal Services Terms (the Legal Services Terms) apply to legal services provided by Law Offices of Gabriel C. Mbanefo, P.C. (d/b/a Entrepreneur Legal®) (Entrepreneur Legal® US, we, us or our).

These Legal Services Terms apply where you request, purchase, instruct or receive legal services from Entrepreneur Legal® US, including through the StartWise platform, the Entrepreneur Legal US website, email, consultation booking tools, document review workflows, request-scope forms, payment links, invoices or other communication channels.

These Legal Services Terms should be read together with any applicable:

engagement letter;

written scope of work;

proposal;

invoice;

checkout terms;

Document Review / Attorney Review Scope;

Legal Consultation Scope;

StartWise Platform Terms of Use — US;

StartWise Payment & Subscription Terms — US;

StartWise Privacy Policy — US; and

any other product-specific, service-specific or matter-specific terms.

If there is a conflict between these Legal Services Terms and a specific written engagement letter or written scope signed or expressly agreed by Entrepreneur Legal® US, the specific engagement letter or scope will apply to the extent of the conflict.

By requesting, booking, purchasing, instructing or receiving Legal Services, you agree to these Legal Services Terms.

1. Important summary

This summary is intended to help you understand the key points of these Legal Services Terms. It does not replace the full terms below.

Legal Services are separate from StartWise Drafting. StartWise Drafting is a guided, AI-assisted drafting workflow and is not legal advice, attorney review, legal approval or legal sign-off.

A legal services engagement starts only when accepted. Submitting a form, uploading documents, buying credits or using StartWise Drafting does not by itself create an attorney-client relationship.

Scope matters. We provide Legal Services only within the agreed scope. Anything outside scope may require a separate quote or engagement.

Document Review / Attorney Review is document-focused. It provides attorney comments on an eligible document within the applicable scope. It is not the same as a legal consultation or bespoke legal project.

Legal Consultations are advice-focused. They are for business-related legal questions, concerns, strategy or next steps. They do not include written review, drafting or redlines unless separately agreed.

Bespoke work requires separate scope. Complex, regulated, cross-border, fundraising, securities, tax, litigation or specialist matters normally require bespoke scoping.

You must provide accurate information. We rely on the information and documents you provide. Incomplete or inaccurate information may affect the advice or work product.

Fees are payable as agreed. Fixed fees, hourly fees, subscriptions, document review fees, consultation fees and third-party costs are payable in accordance with the relevant payment terms, invoice or scope.

We may decline or stop acting. We may decline work because of conflicts, capacity, regulatory issues, unpaid fees, unsuitable scope or other reasonable reasons.

Liability may be limited. Our liability is limited as set out in these Legal Services Terms, the relevant engagement terms or applicable law.

2. Definitions

In these Legal Services Terms, the following terms have the meanings set out below.

Bespoke Legal Services means legal services that are separately scoped for a specific matter, project, transaction or client requirement.

Client, you or your means the person, business, company or organization identified as the client in the applicable booking, checkout, request, scope, engagement letter, invoice or written communication accepted by Entrepreneur Legal® US.

Document Review / Attorney Review means a document-focused legal review service provided within the applicable fixed-price or separately agreed scope.

Document Review / Attorney Review Scope means the scope, inclusions, exclusions, page limits, assumptions and additional charges applicable to Document Review / Attorney Review.

Entrepreneur Legal® US means Law Offices of Gabriel C. Mbanefo, P.C. (d/b/a Entrepreneur Legal®).

Legal Consultation means a time-limited consultation with an attorney for business-related legal advice, strategy, concerns, options or next steps.

Legal Consultation Scope means the scope, inclusions, exclusions, duration, cancellation terms and assumptions applicable to a Legal Consultation.

Legal Services means Document Review / Attorney Review, Legal Consultation, Bespoke Legal Services and any other legal services expressly accepted by Entrepreneur Legal® US.

Matter means the legal matter, project, document, transaction, consultation or workstream for which Entrepreneur Legal® US agrees to provide Legal Services.

StartWise means the StartWise platform, dashboard, document workflows, drafting tools, document workspace, account features and related online services.

StartWise Drafting means the guided, AI-assisted document drafting workflows available through StartWise.

Business Day means a day other than a Saturday, Sunday or public holiday in the State of New York or any other jurisdiction we identify in the applicable engagement terms.

3. Relationship between StartWise and Legal Services

3.1 StartWise Drafting is not legal advice

StartWise Drafting is a guided, AI-assisted document drafting workflow. It does not provide legal advice, attorney review, legal approval or legal sign-off.

3.2 Legal Services are separate

Legal Services are separate from StartWise Drafting. You receive Legal Services only where Entrepreneur Legal® US accepts a specific request for Document Review / Attorney Review, Legal Consultation, Bespoke Legal Services or another agreed legal service.

3.3 No automatic legal engagement

The following do not by themselves create an attorney-client relationship or legal services engagement:

visiting the Entrepreneur Legal US website;

creating a StartWise account;

using StartWise Drafting;

purchasing drafting credits;

subscribing to StartWise Membership;

generating a document;

uploading documents or information;

submitting a request-scope form;

sending an enquiry;

receiving automated Platform outputs; or

receiving general information from the website or Platform.

3.4 When a Legal Services engagement starts

A Legal Services engagement starts only when Entrepreneur Legal® US accepts the relevant instruction. Acceptance may occur through:

confirmation of a Document Review / Attorney Review order;

confirmation of a Legal Consultation booking;

a written scope confirmation;

an engagement letter;

acceptance of a payment for a specified Legal Service; or

another written confirmation from Entrepreneur Legal® US that we have agreed to act.

3.5 We may decline to act

We may decline to act or decline to continue with a requested Legal Service where we consider it appropriate, including because of conflicts, insufficient information, capacity, unsuitable scope, unpaid fees, regulatory concerns, professional obligations, risk profile, or because the matter is outside our services.

4. Client identity and authority

4.1 Identifying the client

The client is the person or entity identified in the applicable scope, engagement, checkout, booking, invoice or written confirmation. If there is uncertainty, we may ask you to confirm who the client is before providing Legal Services.

4.2 Acting for a business

If you instruct us on behalf of a corporation, limited liability company, partnership, organization or other entity, you confirm that:

you have authority to instruct us on behalf of that entity;

you have authority to provide information and documents to us;

you have authority to make decisions relating to the Matter;

you have authority to approve fees and payments; and

the entity agrees to these Legal Services Terms.

4.3 No duty to non-clients

Unless we expressly agree otherwise in writing, we owe duties only to the client identified for the Matter. We do not owe duties to stockholders, members, directors, managers, officers, employees, founders, contractors, investors, counterparties, affiliates, group companies or other third parties merely because they are connected to the client or may benefit from the work.

4.4 Multiple parties

If we agree to act for more than one client on a Matter, additional terms may apply. We may require joint instructions, conflict waivers, allocation of responsibility for fees, and confirmation of how instructions will be given.

5. Scope of Legal Services

5.1 Scope controls the work

We provide Legal Services only within the agreed scope. The scope may be set out in:

the applicable product description;

a Document Review / Attorney Review Scope;

a Legal Consultation Scope;

a checkout page;

an email confirmation;

an invoice;

an engagement letter;

a proposal; or

a separate written scope.

5.2 Out-of-scope work

Any work outside the agreed scope may require a separate quote, additional payment or separate engagement. We are not obliged to provide out-of-scope work unless we agree to do so.

5.3 Scope assumptions

Unless expressly agreed otherwise, our scope assumes that:

you have provided accurate and complete information;

the documents provided are complete and up to date;

the matter is not unusually complex;

no urgent deadline applies unless expressly agreed;

the matter does not involve multiple states, countries or jurisdictions unless expressly agreed;

the matter does not involve regulated activity unless expressly agreed;

the matter does not involve tax, accounting, financial, investment or insurance advice unless expressly agreed;

the matter does not involve litigation, threatened claims, arbitration or dispute strategy unless expressly agreed; and

the scope is limited to the specific service purchased or agreed.

5.4 Changes in scope

If the facts, documents, requirements, transaction structure, parties, jurisdiction, urgency or risk profile change, we may revise the scope, fees or timetable.

5.5 No obligation to identify all issues outside scope

Unless expressly agreed, we are not responsible for identifying, reviewing or advising on issues outside the agreed scope, even if those issues may be relevant to your business or transaction.

6. Document Review / Attorney Review

6.1 Nature of Document Review / Attorney Review

Document Review / Attorney Review is document-focused. It is designed to provide attorney comments on an eligible document before you send, sign, rely on or implement it.

6.2 What Document Review / Attorney Review may include

Subject to the applicable Document Review / Attorney Review Scope, Document Review / Attorney Review may include:

legal drafting observations;

comments on wording;

commercial observations;

issue identification;

review comments;

practical implementation observations;

comments on unclear provisions;

comments on missing information;

comments on internal inconsistencies; and

suggested areas for revision.

6.3 Fixed-price Document Review / Attorney Review

Fixed-price Document Review / Attorney Review applies only to eligible documents within the stated fixed-price scope, page limits, formatting assumptions and exclusions.

6.4 StartWise-generated documents

Where Document Review / Attorney Review is purchased for a StartWise-generated document, we review the document within the applicable scope. We do not automatically review all workflow answers, uploaded materials, business model details, external documents, linked documents or wider legal issues unless expressly included.

6.5 Non-StartWise documents

Where Document Review / Attorney Review is purchased for a non-StartWise document, the review is limited to the document and scope accepted by Entrepreneur Legal® US. We may decline review, require bespoke scoping or charge additional fees where the document is complex, high-risk, regulated, cross-border, heavily negotiated or outside fixed-price scope.

6.6 Exclusions from Document Review / Attorney Review

Unless separately agreed, Document Review / Attorney Review does not include:

negotiation;

extensive redrafting;

full rewrite of the document;

regulatory analysis;

tax advice;

accounting advice;

financial advice;

fundraising structuring;

securities analysis;

employment status analysis;

cross-border analysis;

litigation, arbitration or dispute advice;

review of external linked documents;

review of all factual assumptions;

due diligence;

implementation support;

filing or registration;

review outside the stated scope;

advice to any party other than the client; or

legal sign-off that the document is suitable for all purposes.

6.7 Page limits and formatting

Document Review / Attorney Review may be subject to page limits and formatting assumptions, such as US Letter pages, standard margins and 12-point Times New Roman equivalent. Additional fees may apply for documents exceeding the stated limit.

6.8 Delivery format

Document Review / Attorney Review may be delivered by email, comments, summary notes, annotated document, tracked changes or another format selected by Entrepreneur Legal® US or agreed in the applicable scope.

6.9 No obligation to negotiate

Document Review / Attorney Review does not include communication with counterparties or negotiation unless separately agreed.

7. Legal Consultations

7.1 Nature of Legal Consultation

A Legal Consultation is advice-focused. It is for discussing business-related legal questions, concerns, strategy, options or next steps with an attorney.

7.2 What a Legal Consultation may cover

Subject to the applicable Legal Consultation Scope, a Legal Consultation may be used to discuss:

legal advice on a specific issue;

strategy and next steps;

concerns about a contract or business arrangement;

choosing the right document or legal route;

understanding key risks before proceeding;

negotiation positions;

platform or marketplace structure;

founder issues;

commercial terms;

business model concerns;

whether Document Review / Attorney Review is appropriate;

whether bespoke legal work is needed; and

other business-related legal issues accepted by Entrepreneur Legal® US.

7.3 Consultation duration

Consultations are limited to the duration purchased or agreed, such as 30 minutes or 60 minutes. If you are late, the consultation may still end at the scheduled end time.

7.4 Exclusions from Legal Consultation

Unless separately agreed, a Legal Consultation does not include:

written document review;

drafting;

redlines;

written legal opinion;

post-call written advice;

negotiation with counterparties;

filing fees;

bespoke legal services;

third-party costs;

tax advice;

financial advice;

accounting advice;

regulatory analysis beyond the agreed discussion; or

advice outside the agreed time and scope.

7.5 Preparation

You are responsible for providing relevant information before the consultation. If you do not provide sufficient information, the usefulness of the consultation may be limited.

7.6 Follow-up work

Any follow-up work after a consultation, including drafting, written advice, document review, negotiations, research, filings or bespoke legal work, is separately chargeable unless expressly included.

8. Bespoke Legal Services and Request Scope

8.1 Bespoke Legal Services

Bespoke Legal Services are separately scoped services for matters that do not fit within fixed-price Document Review / Attorney Review, Legal Consultation or other standard products.

8.2 Request Scope

A Request Scope form or enquiry allows you to provide information about a potential matter. Submitting a Request Scope form does not mean that we have agreed to act.

8.3 Separate written scope

Bespoke Legal Services require separate written scope confirmation. This may include the scope of work, fees, assumptions, exclusions, timelines and any matter-specific terms.

8.4 Examples of matters requiring bespoke scope

Bespoke scope may be required for matters involving:

fundraising;

investment documents;

SAFEs, convertible notes or securities;

mergers and acquisitions;

restructurings;

stockholder, member or founder disputes;

complex negotiations;

regulated sectors;

financial services;

food, health, supplement or wellness regulation;

complex data protection or privacy issues;

cross-border structuring;

employment-heavy matters;

marketplace or platform risk analysis;

litigation, arbitration or threatened claims;

tax-sensitive arrangements;

bespoke commercial contracts; or

matters outside fixed-price scope.

8.5 Conflicts and suitability

Before accepting bespoke work, we may need to conduct conflict checks, assess capacity, request information, confirm client identity, assess regulatory suitability and agree scope.

9. Information, documents and instructions

9.1 Your responsibility to provide information

You are responsible for providing information and documents that are accurate, complete, current and not misleading.

9.2 Reliance on information

We may rely on information, documents, assumptions and instructions provided by you or your authorised representatives without independently verifying them, unless verification is expressly included in the scope.

9.3 Incomplete or inaccurate information

If information is incomplete, inaccurate, outdated or misleading, our advice, review comments, work product or recommendations may be affected. We are not responsible for consequences arising from incorrect or incomplete information provided to us.

9.4 Changes in information

You must promptly notify us of material changes in facts, instructions, documents, deadlines, parties, commercial terms, transaction structure or risk profile.

9.5 Document versions

You are responsible for ensuring that you provide the correct and latest version of any document for review or advice. We are not responsible for reviewing superseded or incorrect versions where you provided the wrong document.

9.6 Deadlines

You must inform us of any relevant deadlines at the outset. We are not responsible for meeting deadlines that were not clearly communicated and accepted by us.

10. Fees, billing and payment

10.1 Fees

Fees may be fixed fees, hourly fees, subscription fees, consultation fees, review fees, retainer fees or other fees agreed in writing.

10.2 Fixed fees

Fixed fees apply only to the stated scope. Work outside scope may be charged separately.

10.3 Hourly rates

Where work is charged on an hourly basis, our hourly rates will be as stated in the applicable engagement, proposal, email, invoice or scope confirmation.

10.4 Payment timing

Payment may be required before work begins, at checkout, on invoice, in stages, through a retainer, or as otherwise agreed.

10.5 StartWise payment terms

Where Legal Services are purchased through StartWise or the Entrepreneur Legal US website, the StartWise Payment & Subscription Terms — US may also apply.

10.6 Late or failed payment

If payment is late, fails or is disputed, we may suspend work, withhold deliverables, cancel bookings, pause review, decline further work, suspend Platform access or take other steps permitted by law and the applicable terms.

10.7 Third-party costs

Unless expressly stated, fees do not include filing fees, government fees, state filing fees, franchise taxes, registered agent fees, court fees, notary fees, courier fees, translation fees, counsel fees, expert fees, platform fees or other third-party costs.

10.8 Taxes

Fees may be exclusive or inclusive of sales tax, use tax, VAT or other taxes depending on the relevant checkout, invoice, product or service. You are responsible for providing accurate billing and tax information.

10.9 Estimates

Any estimate is not a cap unless expressly stated to be a cap. Estimates may change if the scope, facts, timing, documents, complexity, negotiations or assumptions change.

11. Refunds, cancellations and rescheduling

11.1 Product-specific refund rules

Refunds, cancellations and rescheduling may be governed by product-specific terms, checkout terms, the StartWise Payment & Subscription Terms — US, or a separate written scope.

11.2 Document Review / Attorney Review refunds

Document Review / Attorney Review fees may be non-refundable once review work has started, documents have been submitted for review, conflict checks or scoping have begun, or attorney time has been allocated, unless required by law or expressly agreed.

11.3 Legal Consultation refunds

Legal Consultation fees may be non-refundable if you cancel late, fail to attend, reschedule outside the permitted window, or the consultation has started or taken place, subject to any cancellation or rescheduling policy shown at checkout.

11.4 Bespoke Legal Services refunds

Refunds for Bespoke Legal Services are governed by the applicable engagement letter, scope, invoice terms or written agreement.

11.5 Discretionary refunds

We may provide discretionary refunds, credits or goodwill adjustments in particular circumstances. Doing so does not create an obligation to provide similar refunds or adjustments in the future.

12. Turnaround times and availability

12.1 Estimated turnaround times

Any turnaround times are estimates unless expressly confirmed in writing as guaranteed.

12.2 Factors affecting timing

Timing may depend on:

scope;

complexity;

document length;

document quality;

number of parties;

responsiveness;

conflicts checks;

payment completion;

attorney availability;

third-party delays;

urgency;

changes in instructions; and

whether the matter moves outside fixed-price scope.

12.3 No responsibility for delay caused by missing information

We are not responsible for delay caused by missing information, late responses, incomplete documents, payment failure, conflicts checks, scope changes or third-party delays.

13. Conflicts of interest

13.1 Conflict checks

We may need to conduct conflict checks before accepting or continuing a Matter.

13.2 Declining or stopping work

We may decline to act, stop acting or limit the scope of work where we identify an actual or potential conflict of interest, professional issue or risk concern.

13.3 Information for conflict checks

You must provide information reasonably requested for conflict checks, including party names, counterparties, affiliates, investors, founders, directors, officers, stockholders, members, managers or other relevant persons.

13.4 No obligation before acceptance

We are not obliged to provide Legal Services until conflicts have been cleared and the Matter has been accepted.

14. Confidentiality

14.1 Confidential treatment

We will treat your documents, instructions and communications as confidential, subject to these Legal Services Terms, applicable law, professional obligations and any disclosures permitted under these terms.

14.2 Permitted disclosures

We may disclose confidential information where necessary or appropriate:

to provide Legal Services;

to our personnel, contractors, consultants or service providers;

to professional advisers;

to insurers;

to regulators or authorities where required;

to comply with law, subpoenas or court orders;

to conduct conflict checks;

to manage billing and payment;

to protect our rights;

to prevent fraud or misuse;

to obtain specialist input where agreed or reasonably necessary; or

with your consent or instruction.

14.3 Platform and service providers

Where Legal Services are requested or delivered through online tools, information may be processed by hosting, storage, payment, email, scheduling, document, AI, communication or support providers, subject to applicable privacy and confidentiality arrangements.

14.4 Your confidentiality obligations

You must not provide us with information that you are not entitled to disclose. You are responsible for ensuring that your disclosure to us does not breach confidentiality obligations owed to others.

15. Data protection and privacy

15.1 Privacy Policy

Our processing of personal data is described in the StartWise Privacy Policy — US and any other applicable privacy notice.

15.2 Personal data provided by you

You are responsible for ensuring that you have the right and authority to provide personal data to us, including personal data relating to founders, directors, officers, employees, contractors, customers, suppliers, platform users, counterparties or other individuals.

15.3 Sensitive data

You should not provide sensitive or highly confidential personal data unless necessary for the Matter and lawful to provide.

15.4 Legal services records

Records relating to Legal Services may be retained for legal, professional, regulatory, insurance, risk-management, accounting and conflict-checking purposes.

16. Intellectual property and work product

16.1 Ownership of pre-existing materials

We retain ownership of our pre-existing materials, know-how, templates, drafting methods, processes, systems, styles, precedents, workflows and general legal knowledge.

16.2 Client use of deliverables

Subject to payment of applicable fees, you may use deliverables prepared for you for the Matter and purpose for which they were provided.

16.3 No resale or wider use

Unless we agree otherwise, you must not resell, publish, distribute, license, commercialize or use our deliverables as templates for third parties or unrelated matters.

16.4 Reuse of know-how

We may use general legal knowledge, experience, skills, templates, drafting approaches and know-how developed or used during a Matter, provided we do not disclose your confidential information.

17. No guarantee of outcome

17.1 No outcome guarantee

We do not guarantee any particular legal, commercial, regulatory, tax, financial, negotiation, transaction, court, counterparty or business outcome.

17.2 Counterparty decisions

Counterparties may reject, challenge, negotiate, refuse or amend documents, terms, structures or positions. We are not responsible for counterparty decisions.

17.3 Third-party decisions

We are not responsible for decisions of regulators, courts, government bodies, banks, investors, payment processors, platforms, registries, counterparties or other third parties.

18. Third-party advice and services

18.1 No tax, accounting or financial advice

Unless expressly agreed, we do not provide tax, accounting, financial, investment, insurance or regulated financial advice.

18.2 Third-party specialists

Some matters may require input from accountants, tax advisers, local counsel, foreign counsel, litigation counsel, technical experts, regulatory specialists, accountants or other advisers.

18.3 Third-party responsibility

We are not responsible for advice or services provided by third parties unless required by law or expressly agreed.

18.4 Non-US counsel

If non-US law advice is required, it must be separately scoped. We do not provide advice on non-US law unless expressly agreed and qualified to do so.

18.5 State-specific matters

US law may vary by state. If a Matter involves the law of a state that is not within the agreed scope, additional state-specific advice, local counsel, or bespoke scoping may be required.

19. Regulated, specialist and high-risk matters

19.1 Additional scoping may be required

Matters involving regulated, specialist, high-risk, state-specific or cross-border issues may require additional scoping, separate fees, specialist input or referral.

19.2 Examples

Additional scoping may be required for:

financial services;

credit, lending, money transmission, payments or banking regulation;

health, medical, supplement, wellness or food regulation;

employment law;

immigration;

litigation, arbitration or disputes;

fundraising or securities;

tax;

consumer privacy, state privacy laws or data protection impact assessments;

consumer protection analysis;

antitrust;

intellectual property disputes;

international expansion;

marketplaces involving regulated goods or services; and

platform safety, content moderation or online harms issues.

19.3 No implied specialist advice

Unless expressly included, advice on these matters is not included merely because a document or business model touches on them.

20. File management and document storage

20.1 File opening and storage

Where we accept a Matter, we may open and maintain a file containing instructions, documents, communications, work product, billing records and related information.

20.2 Retention

We may retain files and records for legal, regulatory, professional, insurance, risk-management and business purposes.

20.3 Return or deletion of documents

You may request copies of documents you provided or deliverables prepared for you, subject to applicable law, retention policies, unpaid fees, confidentiality, privilege, technical limits and third-party rights.

20.4 Platform documents

Documents stored in StartWise may also be subject to the StartWise Platform Terms of Use — US and StartWise Privacy Policy — US.

21. Communications

21.1 Electronic communications

We may communicate with you by email, Platform messages, video call, phone, online scheduling tools, document platforms, payment tools or other electronic means.

21.2 Risks of electronic communications

Electronic communications may be delayed, intercepted, misdirected, corrupted, infected or otherwise compromised. We use reasonable measures but cannot guarantee complete security.

21.3 Instructions by email or Platform

We may act on instructions received from your email address, Account or authorised representative unless we have reason to doubt authority.

21.4 Urgent matters

Do not rely on email or Platform messages alone for urgent or time-critical matters unless we have confirmed receipt and agreed to act within the required timeframe.

22. Termination and ceasing to act

22.1 You may end the engagement

You may end a Legal Services engagement by notifying us in writing, subject to payment of fees and expenses incurred up to termination and any applicable cancellation terms.

22.2 We may cease acting

We may cease acting where permitted by law and professional obligations, including where:

fees are unpaid;

you do not provide instructions;

you do not provide information we reasonably need;

you provide misleading or inaccurate information;

a conflict arises;

continuing would breach law or professional obligations;

you misuse the Platform or our services;

the relationship breaks down;

the matter moves outside scope;

we lack capacity;

the work is unsuitable for our services; or

another reasonable basis exists.

22.3 Effect of termination

On termination, you must pay all fees, costs and expenses due for work performed or committed before termination. We may retain records as permitted or required by law.

23. Liability

23.1 No exclusion where unlawful

Nothing in these Legal Services Terms excludes or limits liability where it would be unlawful to do so, including liability for fraud, fraudulent misrepresentation, intentional misconduct, or any other liability that cannot be excluded or limited by law.

23.2 Liability limited to client

We are liable only to the client for whom we agreed to act. We are not liable to third parties who rely on our work unless we expressly agree otherwise in writing.

23.3 Excluded losses

Subject to clause 23.1, we are not liable for:

loss of profits;

loss of revenue;

loss of business;

loss of opportunity;

loss of goodwill;

loss of anticipated savings;

loss or corruption of data;

business interruption;

reputational harm;

indirect, incidental, special, exemplary, punitive or consequential loss;

losses caused by inaccurate or incomplete information provided to us;

losses caused by matters outside the agreed scope;

losses caused by your failure to follow advice;

losses caused by deadlines not communicated and accepted;

losses caused by third-party services or advisers; or

losses caused by changes in law after the relevant work is delivered.

23.4 Liability cap

Subject to clause 23.1 and unless a different limit is set out in a written engagement letter or scope, our total aggregate liability arising out of or in connection with a Matter is limited to the greater of:

the amount paid by you to Entrepreneur Legal® US for the specific Legal Service giving rise to the claim; or

US$500.

23.5 Separate limits

Different liability limits may apply to different services, including StartWise Drafting, Document Review / Attorney Review, Legal Consultation, Bespoke Legal Services or Platform services.

23.6 Duty to mitigate

You must take reasonable steps to mitigate any loss.

24. Third-party reliance

24.1 No third-party reliance

Our advice, comments, documents and deliverables are provided for the client and the stated purpose only. They may not be relied on by third parties without our prior written consent.

24.2 No duty to counterparties

We do not owe duties to counterparties, investors, founders, stockholders, members, managers, officers, employees, contractors, customers, suppliers, platform users or other third parties unless expressly agreed in writing.

25. Complaints

25.1 Raising concerns

If you have concerns about our Legal Services, please contact us promptly at info@us.entrep.legal so that we can try to resolve the issue.

25.2 Information to provide

Please provide details of the Matter, the concern, relevant documents, relevant dates and the outcome you are seeking.

25.3 Complaints handling

We will consider complaints reasonably and may request further information before responding.

26. Changes to these Legal Services Terms

We may update these Legal Services Terms from time to time. The version that applies to a Matter will usually be the version in effect when the relevant Legal Service is purchased, booked, accepted or scoped, unless we agree otherwise or the updated terms are accepted by you.

27. General provisions

27.1 Entire agreement

These Legal Services Terms, together with the applicable scope, engagement, invoice, checkout terms and documents referred to in them, form the agreement between you and Entrepreneur Legal® US for the relevant Legal Service.

27.2 Severability

If any provision is invalid, unlawful or unenforceable, the remaining provisions remain in force.

27.3 No waiver

Failure to enforce any provision does not constitute a waiver.

27.4 No assignment by you

You may not assign or transfer your rights or obligations without our prior written consent.

27.5 Assignment by us

We may assign, transfer, subcontract or otherwise deal with our rights and obligations where reasonably necessary for business operations, restructuring, service delivery or legal compliance, provided this does not materially reduce your rights.

27.6 No partnership

Nothing in these Legal Services Terms creates a partnership, joint venture, employment relationship or agency relationship between you and us.

27.7 Interpretation

Words such as “including”, “includes” and “in particular” are illustrative and do not limit the general wording.

28. Governing law and dispute resolution

28.1 Specific engagement terms control

If a written engagement letter, written scope or signed agreement for a specific Matter contains dispute resolution, fee arbitration, governing law, venue or jurisdiction provisions, those provisions will control for that Matter to the extent they conflict with this section.

28.2 Fee disputes and Part 137

Where applicable, if a dispute arises relating to Entrepreneur Legal® US’s legal fees, the Client may have the right to arbitrate the fee dispute pursuant to Part 137 of the Rules of the Chief Administrator of the Courts of the State of New York. A copy of Part 137 will be provided to the Client upon request where applicable.

28.3 Informal resolution

Before commencing formal proceedings, the parties should use reasonable efforts to resolve disputes informally, unless urgent action is required, a deadline applies, payment recovery is required, or informal resolution would be impractical or inappropriate in the circumstances.

28.4 Governing law

These Legal Services Terms, any Legal Services, any Matter and any non-contractual obligations arising out of or in connection with them are governed by the laws of the State of New York, without regard to conflict of law rules that would require the application of another jurisdiction’s laws.

28.5 Courts and venue

Subject to any fee arbitration rights that apply under Part 137 of the Rules of the Chief Administrator of the Courts of the State of New York, and subject to any different dispute resolution provision contained in a specific written engagement letter or written scope accepted by Entrepreneur Legal® US, the state and federal courts located in New York County, State of New York, shall have exclusive jurisdiction over any dispute or claim arising out of or in connection with these Legal Services Terms, any Legal Services, any Matter or any non-contractual obligations arising from them.

The Client agrees not to commence or prosecute any action in connection with such dispute or claim other than in the state or federal courts located in New York County, State of New York, subject to any applicable mandatory law.

28.6 Consent to jurisdiction and venue

The Client consents to jurisdiction and venue in the state and federal courts located in New York County, State of New York, and waives, to the fullest extent permitted by law, any objection based on lack of personal jurisdiction, improper venue or forum non conveniens.

28.7 Urgent and protective relief

Nothing in these Legal Services Terms prevents Entrepreneur Legal® US from seeking payment of unpaid fees in a court of competent jurisdiction, or from seeking urgent injunctive, equitable or protective relief in any court of competent jurisdiction, including in relation to confidentiality, intellectual property, Platform security, data, systems, misuse of the Platform, non-payment, unauthorised access, client files, privileged materials, or professional obligations.

28.8 Immediate action

Nothing in these Legal Services Terms prevents us from taking immediate action to stop work, suspend access, preserve confidentiality, protect documents, protect privilege, restrict Platform access, address non-payment or manage legal, professional, regulatory, security or risk-management concerns.

29. Contact details

If you have questions about these Legal Services Terms or Legal Services provided by Entrepreneur Legal® US, please contact:

Law Offices of Gabriel C. Mbanefo, P.C. (d/b/a Entrepreneur Legal®) Email: info@us.entrep.legal