Please read this carefully.
This is a contract for legal and business formation services ("Agreement"). These terms and conditions affect your rights. By typing your name and clicking agree, you agree to these terms.
- Client. You ("Organizer") and your formed business entity ("Company") are the client ("Client"). By requesting legal services, you represent that you are a real person or entity and that your sole purpose for requesting services is for business formation advice and services.
- Attorney. Maucere Law Group LLC, and its attorneys, employees, agents, and any independent counsel, is the firm providing you with legal services ("Firm" or "us") and assumes primary responsibility for your legal representation. PUSHTOSTART is a brand name under which the Firm markets our services.
- Representation as Attorney. You are hiring us to form your business entity ("Company"). Firm will represent Client as its attorneys, lawyers, and counselors at law. When this Agreement is accepted by the parties as outlined below, an attorney-client privilege between Firm and Client is created while acting on behalf of Client, as defined by the law.
- When Representation Begins. When you pay the Fee and e-sign this Agreement, you make an offer from you to Firm for Firm to represent you in your business formation matter. Firm may accept or reject your offer for any reason in its discretion, including for a conflict of interest. Firm accepts your offer for our representation only when the attorney calls and actually speaks with the Organizer via phone ("Phone Meeting"). The attorney-client relationship is only created at the time the Firm attorney reaches you in person via phone and confirms the start of the attorney-client relationship. If you do not speak with an attorney in a Phone Meeting, no attorney-relationship exists. If you fill out the Form, pay the Fee, and sign this Agreement but you do not speak with a Firm attorney, no attorney-client relationship is created.
- Services. We represent you to organize or incorporate your new business entity, and, after the entity has been formed, we also represent your formed business until the completion of our services when you execute your company documents and we indicate that your business entity has been successfully formed ("Services").
- Limitations on Scope. We are providing limited scope legal services as indicated above. We do not represent you, other organizers, owners, or the Company for any other reason. If you hire us to provide you advice in our Phone Meeting but then choose not to authorize us to form your business, our representation ends at the conclusion of the Phone Meeting. The advice we give is limited in scope to the specific circumstances discussed in the Phone Meeting. If you take no action or form a similar company at a later time using other counsel, a self-help website, or on your own, our representation or advice does not apply to your actions or inaction outside of our business formation services - our advice is limited in application to only our services to form your Company. Additionally, the successful formation of your Company depends on the execution of the documents we provide to you by all parties. If you don't fully execute the documents we send you (including obtaining all necessary signatures from other parties), our representation ends and we are not responsible for any liability that may result from your failure to execute your company documents.
- No Tax Advice. Other than explaining the general taxation structures of different business entities, Firm does not provide any specific tax advice regarding your company. It is your responsibility to consult with tax professionals regarding the tax liability of your company. You specifically agree to hold Firm harmless if you owe more taxes than anticipated (including penalties) and you understand that tax liability for you or your company is not within the scope of this representation.
- Fee. The Fee to form your company is $497. You are charged an initial, non-refundable payment of $20 to hire us for the Phone Meeting. If you authorize us to form your Company, your credit card will be charged the balance of $477. Fees are charged at the time that the services are authorized. Additional services outside of the services described on the Site may be subject to additional fees. The Fee is not a retainer.
- Credit Card Authorization. If you hire us to perform additional legal services, you authorize us to charge the credit card that you have provided for us in advance for those services. We will not ask for your credit card information again. You agree to inform us of any change in your credit card information, and you agree to update your credit card authorization in writing. You guarantee and warrant that you are the legal cardholder for this credit card and that you are legally authorized to enter into this billing agreement. You agree that termination of this credit card authorization must be in writing to Firm.
- Expenses. In addition to the Fee, you are responsible for expenses involved in forming your Company. Expenses may include, but are not limited to, state filing fees, publication fees, registered agent fees, financial transaction charges with third parties, or other related fees. The fees vary and are based on a variety of factors including the state in which you file, the choice of business entity, and the number of organizers or owners of your Company. We will make every effort to estimate these fees in advance to you but the actual fees may vary. We pay these expenses on your behalf when we form your company. When you authorize us to form your Company, you give us permission to pay for these expenses and to charge your credit card for these expenses. We do not mark up or charge any additional fees to pay for expenses on your behalf.
- Conflicts of Interest. You represent that you are unaware of any other conflicts of interest. You waive any potential conflicts of interest between yourself, the Company, and the other organizers or owners. If we become aware of a conflict of interest involving you, we reserve the right to withdraw from representation at any time unless all parties involved in the conflict agree in writing to waive the conflict.
- Third Parties. In order to form your Company, we will interact with third parties (state governments, the Internal Revenue Service, your registered agent, and others). You authorize us to provide your personal information to them as necessary. You understand and agree that we are not responsible for what the third party does with that information and you hold Firm and PUSHTOSTART LLC harmless from any privacy breach or damage that may result from the handling of your personal information by a third party.
- Registered Agent. In order to form your Company, you are required to maintain a registered agent in the state in which you are organized or are authorized to conduct business. You authorize us to register your Company with our preferred registered agent. In most cases the preferred registered agent is a vendor with whom we have negotiated a favorable rate to you for your initial year. You give us permission to pay the registered agent fee for one (1) year, if any, and to charge your credit card for the registered agent fee as an Expense as defined above. You are responsible for all future payments to the registered agent and, in the event that we receive an invoice from the registered agent, you agree to prompt payment and to indemnify us for all amounts owed as a result.
- Employer Identification Number. In order to form your Company, we will register your business entity with the Internal Revenue Service in order to obtain your federal employment identification number (Sometimes called an "FEIN," "EIN," or "federal tax ID"). You authorize us to obtain your EIN for your Company electronically. In order to do so we will provide information about your Company, as well as information about you individually as the responsible party as defined by the IRS, including your social security number, which we will provide through electronic transmission. You authorize us and grant to us a limited power of attorney to sign for the EIN electronically as you, the responsible party and you give us explicit written permission that we may execute the EIN application on your behalf without any further authorization by you. You understand that this is to satisfy the IRS requirements for obtaining an EIN electronically.
- Right to Deny Representation. We do not discriminate on the basis of race, gender, age, national origin, religion, or sexual orientation. However, we reserve the right to deny or withdraw representation to any person or company organizing for the purposes of promoting violence, hate, discrimination, pornographic, sexually explicit, or adult-oriented businesses, or for any illegal or non-legitimate purpose, in our sole discretion, and at any time.
- Limitation of Liability. Unless disallowed by law, our liability for breach of this Agreement is limited to the amount of the Fee.
- Trust account. Fees and expenses are charged and placed into an Interest On Lawyers Trust Account ("IOLTA") in accordance with this Agreement until Services are rendered or expenses are incurred, at which point the Fees or expenses are paid to us from the IOLTA account.
- Site of Representation. In order to avoid confusion and to maintain clear and efficient records, our contractual relationship with you is in the State of Tennessee, and you agree that the site of our representation of you is in Tennessee, regardless of the state in which we are forming your Company. Our relationship with you, including Sections 3, 4, 5, 8, 14, 15, 18, and 22 is governed by Tennessee law and the Tennessee Rules of Professional Responsibility in all aspects without regard to choice of law and you explicitly waive any objection thereto.
- Guarantee. We guarantee that you will be satisfied with our Services. In the event you are not satisfied with our Services or your product, we will make every effort to make the situation right. If there is something you're not happy with, please let us know as soon as possible. In the event that through our diligence we are not able to make it right, we will refund the Fee. Expenses we pay on your behalf are non-refundable.
- Licensed Attorneys. In each case, legal work to form your Company will be performed under the direct supervision of attorneys licensed to practice in the jurisdiction in which your Company is being formed. In some cases, you may speak with a licensed attorney who may or may not be licensed in the state in which Company is being formed, if allowed by law. However, all legal services by this attorney shall be provided under the direct supervision of an attorney licensed in the state in which Company is being formed.
- Communications. You understand that the nature of the representation is remote and that access to modern communications is vital to the success of the relationship. You agree to use email, telephone, including mobile telephones, SMS communication (texting), along with internet, social media, and instant messaging, as primary methods of communication. PUSHTOSTART is a paperless environment. Unless otherwise specified or required, and for economic and environmental considerations, Firm will not provide paper or hard copies of any work. You agree to provide all email addresses and mobile numbers as necessary for successful communications. It is your responsibility to answer all questions asked by Firm. You also agree to receive periodic email correspondence from us regarding our services and resources for your business, which you may unsubscribe from at any time.
- Cloud computing. Firm and PUSHTOSTART use internet-based cloud computing for the storage of all its files and information. Internet-based cloud storage is designed to provide the most modern, most agile platform available for your legal matters, the highest quality of server availability and redundancy, and the highest level of security available for you. It is our concerted opinion that third-party cloud storage provides a higher level of confidentiality, reliability, and security than otherwise available. When not using third-party cloud storage, Firm uses its best efforts to provide the strictest level of privacy available by storing on local servers. You agree to the use of these virtual storage platforms. You agree to allow your information to be shared with Firm directly over the internet via portals or similar. You understand and agree that while Firm uses its best efforts to ensure security and confidentiality that security breaches may occur, that third-party servers may experience errors, downtime, or unreliability, up to and including (however unlikely) the permanent loss of some or all of your data. Client hereby holds Firm and PUSHTOSTART harmless for any breach of confidentiality, security, or other damages that may result as a use of third-party cloud storage or computing.
- PUSHTOSTART Used Under License. PUSHTOSTART is a proprietary legal product for startups that is owned by PUSHTOSTART LLC and is used under license by Firm. The PUSHTOSTART name, logo, marks, and indicia are the registered service marks of PUSHTOSTART LLC, © 2017 PUSHTOSTART LLC, all rights reserved. PUSHTOSTART LLC is not a law firm, and it does not provide legal services to Client or to anyone else. Firm does not share any legal fees with PUSHTOSTART LLC.
- Compliance with Rules of Professional Responsibility. We take our ethical and professional responsibility to you very seriously. Firm makes every effort to comply with the Rules of Professional Responsibility of each state or jurisdiction which may apply to your representation. Client agrees to comply and assist with Firm's requests to assure full and continued compliance.
- This Agreement and Note shall be binding on the Client for the benefit of the Firm and his successors, transferees and assigns. Without limiting the generality of the foregoing, the Firm may assign or otherwise transfer all or part of Firm's rights to all or any part of the Obligations to any other person or entity. None of the rights or obligations of the Client hereunder may be assigned or otherwise transferred without the prior written consent of the Firm.
- This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to principles of conflicts of laws. The venue for any dispute under this Agreement shall be the state and federal courts located in Hamilton County, Tennessee. Client waives the right to a jury trial. In any dispute the prevailing party shall be entitled to reasonable attorneys' fees, expenses, and costs of litigation.
- The captions or headings of the Sections of this Agreement are inserted merely for convenience of reference and shall not be deemed to limit or modify the terms and provisions hereof. As used herein, the singular number shall include the plural, the plural the singular, and the use of any gender shall be applicable to all genders, as the context shall require.
- Both you and Firm agree that the digital signatures included in this contract are intended to authenticate this writing and to have the same force and effect as the use of manual signatures.
- If any term or provision of this Agreement is determined by a court, other tribunal, or disciplinary body to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement, in any jurisdiction, or invalidate or render unenforceable such term or provision in any jurisdiction, and the remainder of this Agreement shall be enforceable.
- This Agreement, and any amendment hereto, may be signed in any number of counterparts, and signature to any one counterpart shall be deemed signature to all other counterparts, which when taken together shall constitute one agreement.