Updated August 25, 2023.
- We promise to do our best to get you the results you want.
- We will not sue one another and will go to arbitration for disputes subject to these terms.
- We will be insured and only liable for the amounts of fees our clients have paid to the extent services have not been rendered.
- We want you to give us a good review because you got what you wanted.
- Quoted Services.
- Clients have been provided a proposal in confidence that provides fees and consideration.
- Excluded Services. While the Firm shall provide comprehensive general counseling services at a reasonable fee, the following matters are specifically excluded (the “Excluded Services”) from this arrangement:
- Litigation or traditional attorney-client relationship.
- Representation in other adversarial proceedings such as government investigations.
- Government relations and lobbying on specific matters.
- Drafting Work Product for Cannabis Applications in limited license states unless supplemented by Application Services as described below.
- Tax advice.
- Your Rights and Restrictions.
- Authorization to Use the Services. Subject to (i) your timely payment of all fees set forth in the online sign-up flow and (ii) your compliance with these Terms of Service, we authorize you, on a non-exclusive, non-transferable, and limited basis, to use (and permit your authorized users to use) the Services to which you have subscribed solely for your internal business purposes in accordance with Section 1.1 (Intended Use) above.
- Authorized Users. You (i) are responsible for your authorized users’ compliance with these Terms of Service, and (ii) will use commercially reasonable efforts to prevent unauthorized access to or use of the Services. If the authorized status of a user changes, it is your responsibility to promptly remove such user’s access to the Services . Third parties that compete directly with us are not permitted to access or use the Services or any application programming interface we may make available to you. We reserve the right to disable or delete access to the Services and any application programming interface for any of your authorized users that we deem to be direct competitors, as determined in our sole discretion.
- Your Responsibilities. Use of the Services In Compliance With Laws. The Services contain various tools and workflows that assist you in the conduct of your business. For example, you may be able to use the Services to, among other things, text, email, and accept payments from individuals. Such activities can be highly regulated, and while we assist you in carrying out such activities, you are solely responsible for ensuring compliance with all applicable laws and regulations. You are responsible for all activities that occur under your account or by your authorized users. Without limiting the foregoing, you will (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all data that you submit to the Services; (ii) use commercially reasonable efforts to prevent unauthorized control or tampering or any other unauthorized access to, or use of, the Services and notify us immediately of any unauthorized use or security breach; (iii) comply with all applicable local, state, federal, and foreign laws (including laws regarding privacy and protection of personal or consumer information) in using the Services; and (iv) obtain and maintain all computer hardware, software and communications equipment needed to access the Services and pay all access charges (e.g., ISP fees) incurred by you in connection with your use of the Services. By agreeing to Collateral Base Terms of Service, you are hereby subject to Twilio’s Terms of Service which can be found here.
- Your Restrictions. You may not, and you will ensure your authorized users do not, (i) disassemble, reverse engineer, decompile or otherwise attempt to decipher any code in connection with the Services, or modify, adapt, create derivate works based upon, or translate the Services; (ii) license, sublicense, sell, rent, assign, distribute, time share transfer, lease, loan, resell for profit, distribute, or otherwise commercially exploit, grant rights in or make the Services or any content offered therein available to any third party; (iii) use the Services except as expressly authorized under these Terms of Service or in violation of any applicable laws; (iv) engage in any illegal or deceptive trade practices with respect to the Services; (v) circumvent or disable any security or other technical features or measures of the Services or any other aspect of the software or, in any manner, attempt to gain unauthorized access to the Services or its related computer systems or networks; (vi) use the Services to transmit infringing, libelous, obscene, threatening, libelous, or otherwise unlawful, unsafe, malicious, abusive or tortious material, or to store or transmit material in violation of third-party privacy rights; (vii) use the Services to store or transmit any viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs or to send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (viii) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein; (ix) use any robot, spider, or other automated device, process or means to access, retrieve, scrape or index any portion of the Services; or (x) reformat or frame any portion of the Services.
- Although we have no obligation to monitor your use of the Services, we may do so at our discretion and may prohibit any use of the Services we believe may be (or is alleged to be) in violation of these Terms of Service or applicable laws and regulations.
- Reservation of Rights. No other rights are granted except as expressly stated in these Terms of Service, and nothing herein conveys any rights or ownership or license in, or to, the Services or any underlying software or intellectual property. We own all right, title and interest, including all intellectual property rights, in and to the Services and the underlying software, and any and all updates, upgrades, modifications, enhancements, improvements or derivative works thereof, and in any idea, know-how, and/or program(s) developed by us or our authorized users during the course of performance of the Services.
- Term and Termination.
- Term. The term of the Services will be agreed to in the online sign-up flow you complete, and shall automatically renew for successive one (1) month or one (1) year terms, as set out in the online sign-up flow, unless we discontinue the Service or you provide us with notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term.
- Termination. Either party may terminate any subscription to Services (i) if the other party breaches any of its obligations under these Terms of Service and such breach is not cured within thirty (30) days of receipt of notice from the non-breaching party, or (ii) if the other party becomes insolvent or bankrupt, liquidated or is dissolved, or ceases substantially all of its business. Notwithstanding the foregoing, we may terminate your subscription to the Services immediately in the event of your material breach of these Terms of Service, as determined by us in our sole discretion. Upon termination of your subscription, you will immediately discontinue all use of the Services, cease to represent that you are a user of the Services, and destroy all our Confidential Information (as defined in Section 9 below) in your possession. Neither party will be liable for any damages resulting from a valid termination of any subscription(s) to Services; provided, however, that termination will not affect any claim arising prior thereto.
- Handling of Your Data in the Event of Termination. You agree that following expiration or termination of any of your subscriptions to the Services, we may immediately deactivate the affected Services and that, following a reasonable period, we may delete your account and data. However, in the event that the Services are terminated by us, we will grant you temporary, limited access to the Services, not to exceed thirty (30) days, for the sole purpose of permitting you to retrieve your proprietary data, provided that you have paid in full all undisputed amounts owed to us. You further agree that we will not be liable to you or to any third party for any termination of your access to the Services or deletion of your data, provided that we are in compliance with the terms of this Section 6.3.
- Consulting & Service Fees. You will pay certain non-refundable fees for the Consulting Services in the amount set forth in the proposal (the “Service Fees”) and according to the billing frequency stated therein. Service Fees are due and payable on the date of the invoice to the proposal. Our Service Fees are charged on a per authorized user basis. We may increase Our Service Fees from time to time by providing you with no less than thirty (30) days advance notice; provided, however, the Service Fees for any Service subject to a fixed term, will only be increased at the time of renewal of your use of such Service. Fees are non-refundable if you terminate your contract or proposal early.
- Billing. All subscriptions to the Service come with an initial free trial period. If you do not provide your credit/debit card information (“Card Details”) to Collateral Base within the free trial period, your account will be suspended and may only be reactivated by submission of valid Card Details. Collateral Base will have no responsibility for any loss of access to or use of the Services or your data or other information stored in or by the Services during such suspension period. If you provide valid Card Details before the end of your free trial, and have elected to continue with a paid plan, you will be billed either monthly (at the end of the trial period) or annually, at your option. Regardless of your billing cycle, there are no refunds or credits for (i) partial months or years of Services, (ii) users with their authorization revoked from your account, or (iii) unused time with an open account. In order to treat all of our customers equally, no exceptions will be made. For any changes to your plan (e.g., different billing cycles, additional authorized users, etc.), your credit/debit card will be charged the new rate on your next billing cycle; provided, however, if you elect to add additional authorized users to your account prior to the date of renewal for your Services (the date you add additional authorized users being referred to herein as the, “User Add Date”), the Service Fee applicable to such additional users will be prorated as of the User Add Date and your credit/debit card will be charged such prorated amount on the User Add Date. Additional charges or increased fees may apply on a going forward basis for customers with an exceptionally high number of authorized users, an unusually high monthly ticket rate per agent, or extraordinary usage of bandwidth, in which case we will notify you in advance to provide you with a reasonable opportunity to modify your use of the Service or terminate your subscription to avoid any additional charges or increased fees.
- Additional Fees. You may incur certain other non-refundable fees or charges for your use of the Services, including certain value-added services, in addition to those fees set forth in the online sign-up flow (the “Additional Fees”). Any Additional Fees will be set forth in the additional online sign-up flow for such service.
- Late Payments.
If Client fails to timely pay, to be no more than ten (10) days from receipt of invoice, Collateral Base may suspend the Campaigns running hereunder or immediately terminate this Agreement. If any amount is not paid by Client when due, such amount shall bear interest at the rate of eighteen percent (18%) per annum or the maximum amount permitted by law (whichever is lower), computed from the original due date until paid. Without limiting the foregoing, if Client’s account remains unpaid for thirty (30) days or more past the due date, Collateral Base reserves the right to suspend all Campaigns until all such overdue amounts (and any applicable interest charges, as specified above) are paid. In addition, Client agrees to reimburse Collateral Base for all expenses incurred by Collateral Base in connection with the collection of amounts payable hereunder, including court costs and attorneys’ fees. All deliverables will be the property of Collateral Base until payment in full is received to reinstate the Client’s license to the materials at the discretion of Collateral Base.
- Taxes. You are responsible for all sales tax, use tax, value added taxes, withholding taxes and any other similar taxes and charge of any kind imposed by federal, state or local governmental entity on the transactions contemplated by these Terms of Service. When we have the legal obligation to pay or collect taxes for which you are responsible pursuant to this Section, the appropriate amount will be invoiced to and paid by you unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority.
- Representations and Warranties; Disclaimer.
- Representations and Warranties. You represent and warrant that (i) you have all necessary authority to enter into and perform your obligations under these Terms of Service without the consent of any third party or breach of any contract or agreement with any third party; and (ii) you will use the Services only for lawful purposes in accordance with these Terms of Service and any and all applicable Collateral Base policies and guidelines made available to you.
- Disclaimer of Warranties. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, IN LAW OR FROM A COURSE OF DEALING OR USE OF TRADE, AS TO ANY MATTER, INCLUDING THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SOFTWARE OR THE SERVICES WILL MEET ALL OF YOUR REQUIREMENTS OR THAT THE USE OF THE SOFTWARE OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS” BASIS AND YOUR USE OF SOFTWARE AND SERVICES IS AT YOUR OWN RISK, INCLUDING, WITHOUT LIMITATION, COMPLIANCE WITH ANY LAWS, RULES OR REGULATIONS. THE PARTIES EXPRESSLY ACKNOWLEDGE THAT THE DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THE AGREEMENT. WE HEREBY EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS, RULES OR REGULATIONS. THIS DISCLAIMER APPLIES TO BUT IS NOT LIMITED TO ANY FEDERAL OR STATE STATUTES OR REGULATIONS THAT MAY BE APPLICABLE TO YOU. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICES IS IN ACCORDANCE WITH APPLICABLE LAW. IF YOU ARE DISSATISFIED WITH THE SERVICES OR THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP USING THE SERVICES.
You agree to ensure that your authorized users keep all passwords and other access information to the Services in strict confidence.
This Section 7 will survive termination or expiration of your purchase of the Services.
- Our Indemnification. We agree to defend, indemnify, and hold you harmless from and against all claims brought or threatened against you by a third party alleging that a provision of the Services as permitted hereunder infringes or misappropriates a third party copyright, trade secret, trademark or patent (“Infringement Claim”). If your use of the Services has become, or in our opinion is likely to become, the subject of any Infringement Claim, we may, at our option and expense: (i) procure for you the right to continue using the Services as set forth herein; (ii) modify the Services to make them non-infringing; or (iii) if the foregoing options are not reasonably practicable, terminate these Terms of Service and refund you any unused pre-paid Service Fees. This Section 8.1 states your exclusive remedy for any claim by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates a third party copyright, trade secret, trademark or patent. The indemnification obligations in this Section will survive termination or expiration of your subscription to the Services.
- Limitations. We have no liability or obligation with respect to any costs or damages claimed under Section 8.1 if the Infringement Claim arises out of or is in any manner attributable to (i) any modification of any Services by you (or any of your authorized users), or (ii) use of Services in combination with services and products not provided by Collateral Base if such infringement would have been avoided without such modification or combination, or (iii) our compliance with your designs or instructions(each an “Excluded Claim”).
- Your Indemnification. You agree to defend, indemnify, and hold us and all our affiliates, employees, officers, directors, contractors, agents, licensors, successors and assigns harmless from any and all claims, judgments, awards, demands, suits, proceedings, investigations, damages, costs, expenses, losses, and any other liabilities (including reasonable attorneys’ fees, court costs and expenses) arising out of or relating to (i) your use of the Services in violation of these Terms of Service, (ii) an Excluded Claim, (iii) any actual or alleged breach by you of any representation, warranty, covenant or obligation under these Terms of Service, or (iv) your gross negligence or willful misconduct. Your indemnification obligations under this Section 8.3 will survive any termination or expiration of your subscription to the Services.
- Conditions of Indemnification. The indemnification obligations under this Section 8 above are conditioned upon (i) the indemnified party notifying the indemnifying party promptly in writing upon knowledge of any claim for which it may be entitled to indemnification hereunder; (ii) to the extent applicable, the indemnified party ceasing use of the claimed infringing Services upon receipt of notice of an Infringement Claim; (iii) the indemnified party permitting indemnifying party to have the sole right to control the defense and settlement of any such claim (provided that the indemnifying party may not settle any claim without the indemnified party’s consent unless the settlement unconditionally releases the indemnified party from all liability); (iv) the indemnified party providing reasonable assistance to the indemnifying party, at the indemnifying party’s expense, in the defense of such claim; (v) the indemnified party not entering into any settlement agreement or otherwise settling any such claim without indemnifying party’s express prior written consent or request (except as set forth in (iii) above); and (vi) the indemnified party complying with any settlement or court order made in connection with the claim (e.g., related to the future use of any infringing materials). For clarity, the indemnified party may participate in the defense or settlement of a claim with counsel of its own choice and at its own expense.
- Limitation on Liability. EXCEPT IN CONNECTION WITH EITHER PARTY’S (I) INDEMNIFICATION OBLIGATIONS PURSUANT TO THIS AGREEMENT, EACH OF OUR LIABILITY UNDER THESE TERMS OF SERVICE WILL BE LIMITED AS FOLLOWS:
TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESETERMS OF SERVICE IS LIMITED TO THE SUM OF THE AMOUNTS PAID BY YOU FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEEDING THE DATE THE CAUSE OF ACTION AROSE.
TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE RESPONSIBLE FOR LOST PROFITS, REVENUES, DATA, FINANCIAL LOSSES,OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THESE TERMS OF SERVICE. IN ALL CASES NEITHER PARTY WILL BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.
BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU, IN WHICH CASE OUR LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
- Data Protection. You will comply with all applicable privacy, data protection, anti-spam and other laws, rules, regulations and guidelines relating to protection, collection, use and distribution of Personally Identifiable Information (as defined below) of any person. If required by applicable data protection legislation or other law or regulation, you will inform third parties that you are providing their Personally Identifiable Information to us for processing and will ensure that any required third parties have given their consent to such disclosure and processing. “Personally Identifiable Information” means any information that can be associated with or traced to any individual, including an individual’s name, address, telephone number, e-mail address, credit card information, social security number or other similar specific factual information, regardless of the media on which such information is stored (e.g., on paper or electronically).
- Ownership Disputes. Ownership of a database associated with the Services is sometimes disputed between one or more parties. While we will have no obligation to do so, we reserve the right, at any time and in our sole discretion, with or without notice to you, to determine rightful database ownership and to transfer a database to the rightful owner. If we can’t reasonably determine the rightful owner, we reserve the right to suspend access to a database until the disputing parties reach a resolution. We also may request joint instructions or certain documentation from the disputing parties, such as a government-issued photo ID, a credit card invoice or a business license, to help determine the rightful owner.
- Customer Interactions. We frequently engage with our customers, and may engage with our customers’ customers or other third parties related to our customers, to understand how they interact with our Services and how to better develop our Services to meet their collective and ever-evolving needs. While transparency and candor are key to that process, you acknowledge and agree that you will not improperly use or disclose to us any confidential information or trade secrets of any third parties, and will not breach any obligation of confidentiality that you may have to any third party. You further acknowledge and agree that no jointly owned intellectual property shall be created as a consequence of our customer or third party engagement process or practices, and that Collateral Base owns all right, title and interest in and to its intellectual property.
- General Provisions.
- Independent Parties. No joint venture, partnership, agency or employment relationship exists between you and Collateral Base . You are solely responsible for managing your employees and for any and all compensation, taxes, benefits and liabilities to your employees and any of your other representatives or service providers.
- Assignment. You will not assign or transfer the Services or any of your rights and/or obligations under these Terms of Service without our prior written consent. We may without restriction assign or transfer our rights and/or obligation hereunder, at our sole discretion. Subject to the foregoing, these Terms of Service will bind to the parties’ respective successors and assigns.
- Force Majeure. No failure, delay or default in performance of any obligation of a party will constitute an event of default or breach of these Terms of Service to the extent that such failure to perform, delay or default arises out of a cause that is beyond the control and without negligence of such party, including (but not limited to) natural disasters (e.g. lightning, earthquakes, hurricanes, floods); wars, riots, terrorist activities, and civil commotions; a local exchange carrier’s activities, and other acts of third parties; explosions and fires; embargoes, strikes, and labor disputes; governmental decrees; failures of telecommunications providers or internet service providers; and failures of third party suppliers, service providers or vendors. The party affected by such cause shall take all reasonable actions to minimize the consequences of any such cause.
- Applicable Law. These Terms of Service and any dispute arising out of or relating to the Services and/or these Terms of Service will be interpreted in accordance with the laws of the State of Illinois, without regard to conflict-of-law provisions. All disputes arising out of or related to these Terms of Service shall be subject to the exclusive jurisdiction and venue of the Illinois state courts located in Peoria, Illinois and federal courts of the Central District of Illinois (unless we both agree to some other location). We each hereby expressly consent to the personal and exclusive jurisdiction of such courts.
- Dispute Resolution. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be held in Peoria, Illinois, and the decision of the arbitrator shall be final and binding on the parties. The American rule shall apply to the arbitration, and neither party shall be entitled to recover its attorneys’ fees in the event of an award in its favor. The parties agree that the venue and jurisdiction for any action arising out of or relating to this Agreement shall be in Peoria, Illinois.
- Notices. You agree that we will provide notices, statements and other messages to you in the following ways: (1) within the Service, or (2) to the contact information you last provided us (e.g., e-mail, mobile number, physical address, etc.). You agree to keep your contact information up to date.
- No Waiver; Cumulative Remedies. Either party’s failure to enforce any right or provision under these Terms of Service will not constitute a waiver of that right or provision. Except as expressly set forth in these Terms of Service, the exercise by either party of any of its remedies under these Terms of Service are in addition to (and not exclusive of) any other remedies permitted at law or in equity.
- Severability. If any provision of these Terms of Service is deemed invalid, then that provision will be limited or eliminated by the court to the minimum extent necessary, and the remaining provisions of these Terms of Service will remain in full force and effect.
- Entire Agreement. These Terms of Service and (i) the terms you agree to during the online sign-up flow, (ii) the Collateral Base Payment Terms, (iii) the Collateral Base Website Terms, and (iv) any other policies applicable to your use of the Services that we make available to you (each of which is incorporated by reference into these Terms of Service) constitute the sole and entire agreement between you and us, and supersede all prior and contemporaneous oral or written understandings or agreements with Collateral Base with respect to the Services. You acknowledge and agree that your agreement to these Terms of Service is not contingent upon the delivery of any future functionality or features not specified herein or in an online sign-up flow or dependent upon any oral or written, public or private comments made by us with respect to future functionality or features for the Services. In the event of any conflict between the provisions in these Terms of Service and any online sign-up flows (or addendums thereto), the terms of such online sign-up flows (or addendums thereto) will prevail.
- Export. Both parties agree to comply with applicable US export and import laws and regulations. You will not permit your users to access or use the Services in violation of any U.S. export embargo, prohibition or restriction.
- Third Party Services. The Services or our website may contain links to other sites, services, and products provided by third parties, which may include our affiliates or subsidiaries. Such links are provided for your convenience only. We have no control over such sites, services, and products and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites or services found within the Services, you do so entirely at your own risk and subject to the terms and conditions of use for such websites or services.
- Copyright Policy. Collateral Base respects the intellectual property rights of others, and asks that everyone utilizing the Services do the same. Anyone who believes that their work has been reproduced on the Services in a way that constitutes copyright infringement may notify us in accordance with Title 17, United States Code, Section 512(c)(2), by providing the following information:
- Identification of the copyrighted work that you claim has been infringed;
- Identification of the material that you claim is infringing and needs to be removed from the Services, including a description of where it is located on the Services so that we can locate it;
- Your address, telephone number and, if available, email address, so that we may contact you about your compliant;
- A signed statement (a) that the foregoing information is accurate, (b) that you have a good faith belief that the identified use of the material is not authorized by the copyright owner, its agent and/or the law, and (c) under penalty of perjury, that you are the copyright owner or are authorized to act on the copyright owner’s behalf in this situation.
Notices of copyright infringement and the foregoing information should be sent to JR@CollateralBase.com, or, if by mail, to Collateral Base, LLC., 456 Fulton St. Ste. 404, Peoria, IL 61602, Attn: Copyright Agent.
- Grant of IP License. All above-described fees are for a license to use the Firm’s work product (“IP”) in connection with Client’s cannabis venture. Any unpaid fees will result in a revocation of Firm’s grant to use its IP in full, and Client must return all IP to Firm in three (3) business days.
When the Client’s hours dip below 2 remaining hours, a new invoice for another 10-hour bulk purchase will be emailed for payment if Firm and Client believe another 10 hours will be required for the work. Client’s failure to timely pay an invoice when due to the Firm shall result in interest bearing at one percent (1%) per month until paid in full. Client agrees to pay any attorney’s fees incurred in collection of amounts it owes to the Firm.
- Service Updates. Client acknowledges and agrees that the Firm is one of the few in the Cannabis Industry and works for its general benefit and its owners may participate in it. The Cannabis Industry is fast evolving, and the Firm reserves the right to update the terms of its service much like a software company does. If the Client continues working with the Firm after notice of updates to these terms and conditions will be deemed acceptance of the updated Terms & Conditions.
- Duty of Candor. Client understands that this is a confidential relationship with Firm to further Client’s legitimate business interests. Client shall conduct its relationship with this firm in complete good faith and with all due candor and disclose any material facts necessary to provide the Services that the Client desires. Failure to provide sufficient information regarding Client’s business shall result in possible termination of this agreement and disengagement from the Firm.
- Non-Exclusivity. Client understands, acknowledges, and agrees that Firm is engaged in the business of rendering the Services and similar services to others, including, without limitation, other prospective owners and operators of adult use applicants and operators in the United States, and, further, that Attorney will be permitted to, and intends to, render such services for and on behalf of Attorney’s current clients and prospective clients, and will waive any conflict of interest that may arise if or when it develops if possible, or else Firm may have to withdraw representation.
- Non-Circumvention. The Client, intending to be legally bound, hereby irrevocably agrees not to circumvent, avoid, bypass, or obviate each other, directly or indirectly, or avoid payment of fees, commissions, or any other form of compensation in any transaction owed to that person or entity and arising from the Work Product disclosed or any company or individual revealed by either Party to the other, including those that are revealed from initial introductions and any succeeding introductions to other parties. This Agreement further confirms that each of the undersigned parties agree not to make any contact with or deal with any institution, corporation, individual, buyer, or seller introduced by and to each Party, and/or their associates, without the express written permission of the Firm. All such parties referred to herein, at least the originating introducing parties from which other introductions may originate, will be identified in writing between the signatories to this Agreement prior to or immediately thereafter such introductions are made.
- Conflict Waiver. Notwithstanding that the Client has been represented by the Firm in connection with its operations, the Company agrees that after any change in its ownership, the Firm may represent any of its owners, and/or their affiliates in matters related to any possible changes of ownership, including without limitation in respect of any indemnification claims. The Client hereby acknowledges, on behalf of itself and its Affiliates, that it has had an opportunity to ask for and has obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation, and it hereby waives any conflict arising out of such future representation. However, the Firm will not directly compete with Client and any potential conflicts are waived except those that cannot be waived which will be handled as they arise.
- Independent Counsel. The Client is independently represented in making this Agreement and has been granted an opportunity to have this Agreement reviewed by independent counsel and have provided their informed consent of the same.
- Indemnification & Insurance. The Firm maintains malpractice insurance with a multi-state and securities rider with a $1,000,000 claim limit. Client understands that the cannabis industry frequently exceeds this limit and indemnifies Firm against any loss that exceeds the malpractice limits maintained by the Firm.
- Business acquisition: The Firm’s lawyers are investors in the cannabis industry and occasionally become partners with their clients as a minority equity holder in their cannabis business operations. Client agrees any terms of such will be fair and reasonable and fully disclosed in a manner than can be reasonably understood by the Client. The Client shall be advised on seeing independent counsel regarding any such relationship and the transaction cannot close unless the Client gives informed consent in writing, detailing the essential terms and the Firm’s role in the transaction. Client agrees to accept these terms and to establish an Insider Trading Policy before any marketing of securities to investors for capitalizing their cannabis venture. In addition, the parties will need to enter into a policy against insider trading upon closing on any transaction that restructures its ownership structure.
- Engagement of Our Services. The firm of Collateral Base, LLC (the “Firm”) has undertaken to represent you and to act on your behalf. Any expressions on our part concerning the outcome of your legal or consulting matters are expressions of our best professional judgment and are not guarantees. Also, our opinions are necessarily limited by our knowledge of the facts and are based on the state of the law at the time they are expressed.
- The Scope of Our Representation. Our clients in this matter are the persons or entities identified (“client” or “clients”) in our engagement letter (“engagement letter”) to which this Statement of Engagement Terms is attached. Unless specifically identified in the engagement letter, our representation of the client does not include representation of (i) parent companies or other owners of the client, (ii) subsidiaries or other affiliates of the client, (iii) partners of the client, (iv) family members of the client, or (v) beneficial owners of the client.
Further, as to any cannabis related work, there is no guarantee that the current or future administrations will continue the discretionary position of non-enforcement and state difference with respect to cannabis regulation or that you will be awarded a license in the jurisdiction for which you are applying. Under the law, our representation is limited to providing advice and guidance on the validity, scope, meaning and limitations of state law. Any advice, assistance, or counsel we provide should not be interpreted as any interpretation of any federal laws or as a confirmation that any action or omission is in compliance with federal law.
In the cannabis space, you expressly acknowledge that our Firm will be submitting applications and applying for cannabis licenses on behalf of other clients who may be directly competing with you for the same or similar license. In addition, members or employees of our Firm may have an equity stake or serve on the board of various cannabis companies that may be competitive to you. You hereby expressly waive any conflict of interest as it relates to our Firm representing other clients on applications and licensing within the cannabis space and any conflict of interest as it relates to members or employees of our Firm having an equity stake in or a board role in any cannabis company.
Further, it is possible that we represent current clients or may be asked in the future to represent new clients in the same general field of interest or business. We have conducted an internal review and have not identified any conflict of interest implicated by our common representation of you and any other existing client of the Firm.
- Who Will Provide the Services. The principal/handling attorney or consultant contacts for this matter are identified in the engagement letter. Subject to the decision of these principal attorneys, your work or parts of it may be performed from time to time by other lawyers, law clerks, paralegals, and legal assistants in the Firm as well as consultants outside of the Firm. Such delegation may be for the purpose of involving lawyers or individuals with special expertise in a given area, license in a particular jurisdiction or for the purpose of providing services on the most efficient and timely basis.
- Responsibilities of the Parties. The Firm will provide those consulting services reasonably required to represent the clients and will take reasonable steps to keep clients informed of progress and developments, and to respond promptly to inquiries and communications. The clients agree to cooperate with the Firm, to keep the Firm informed of any information and developments which may come to clients’ attention, and to abide by these terms. The clients agree to appear at all legal proceedings when the Firm deems it necessary, and generally to cooperate fully with the Firm in all matters related to the preparation and presentation of the clients’ claims. If the clients believe that any portion of the fees payable to the Firm may be covered by a policy of insurance, it is the responsibility of clients to bring such policy to the attention of the Firm for review.
- Service Fees. The time of each attorney who may work on your project may be billed at a differing hourly rate. Each consultant’s rate depends on his or her experience and skill for the type of work required by the project, and the novelty and complexity of the issues involved. These rates may be adjusted on an annual basis. Paralegals and clerks also have hourly rates. Time spent on a project is recorded daily. Such time may include research, investigation, telephone calls, travel, conferences, court appearances, preparation, drafting, correspondence and organizing evidence and materials. Hourly rates and fees may be adjusted on a periodic basis by the Firm.
- Costs and Expenses. Charges, in addition to time charges, will be made for certain items. Examples include charges for travel, postage, overnight delivery, deposition or transcript fees, witness fees, filing fees, court costs, messenger service, copies and other supply costs, and secretarial overtime. To aid in the preparation and presentation of the clients’ case, it may be necessary to hire expert witnesses, consultants and/or investigators. The Firm will select any expert witnesses, consultants or investigators to be hired, after consultation with clients. In addition to fees and costs described above, clients must reimburse the Firm for expenses and advances the Firm may incur, in its discretion, on clients’ behalf.
- Payment Terms. Statements for fees and disbursements will be sent monthly. Payment is due upon receipt. If any balance remains unpaid for more than thirty (30) days, and no arrangements have been made in writing to pay the balance, we reserve the right to postpone or defer providing additional services or to discontinue our representation if your matter and/or case has not reached its conclusion. We may have performed certain legal services and incurred charges before you sign the engagement letter. If so, we will bill for these services and charges in our first statement. We reserve the right to charge a service fee of one percent (1%) per month with respect to any fees and expenses not paid within thirty (30) days.
- Confidentiality and Related Matters. As a matter of professional responsibility, we are required to preserve the confidences and secrets of our clients. We can perform at our best only if we are aware of all information that may be relevant to our representation of you. Consequently, we trust that our professional relationship with you will be based on mutual confidence and unrestrained communication. Additionally, you should be aware that, in instances in which we represent a corporation or other entity, our client relationship is with the entity and not with its individual executives, shareholders, members, directors, managers, partners, trustees or persons or business organizations that have a relationship to you. Of course, we sometimes also represent individuals and persons related to an entity client in matters that we believe do not conflict with the interests of the entity, but any such representation will be the subject of a specific, separate engagement letter.
- Use of E-mail to Transmit Documents. The Firm may use unencrypted email to transmit client documents, believing that email offers a reasonably secure, efficient means of transmitting information. Please advise us if you have highly sensitive information you do not want transmitted in such a manner.
- Use of Your Name. Subject to any limitations you communicate to us in writing, you agree that we may describe, using solely public information, cases and other matters in which we have acted as your counsel, in informational material, including the Firm’s web sites. We will not use your name in any such description without your advance consent.
- Additional Termination. With the exception of the Term provisions above, either Client(s) or the Firm may:
- terminate the engagement at any time for any reason by written notice, subject on our part to applicable rules of professional conduct. In the event of termination of our engagement, we will, at your request, return whatever papers and property you have provided to us.
- Circumstances and types of conduct which may require us to withdraw from representing a client or which will clearly be a basis for our withdrawal include, for example, breach of these terms, client’s refusal to cooperate with the Firm or to follow the Firm’s advice on a material matter, or any other facts or circumstances that would render the Firm’s continuing representation unlawful or unethical. We try to identify in advance and discuss with our clients any situation which may lead to withdrawal, and if withdrawal ever becomes necessary, we will immediately give you written notice of our withdrawal.
- Unless previously terminated, our representation of you will terminate upon our completion of any services that you have retained us to perform. Following such termination, any otherwise non-public information you have supplied to us which is retained by us will be kept confidential in accordance with applicable rules of professional conduct.
- Notwithstanding the Firm’s withdrawal or the clients’ notice of discharge, and without regard to the reasons for the withdrawal or discharge, clients, jointly and severally, will remain obligated to pay the Firm for all costs incurred prior to the termination and, in the event that there is any net recovery obtained by clients after conclusion of the Firms’ services, clients remain obligated to pay the Firm for all services rendered prior to the date of withdrawal or discharge.
- Retention of Files. For various reasons, including the minimization of unnecessary storage expenses, the firm generally retains client files for five years after termination of the engagement. After five years, we may destroy, or otherwise dispose of any such document or other material without additional notice to you.
- Various Fees & Costs. Our fees and costs will be billed and payable monthly.
- Printing and Copying: In the event contract printing is required, it will be placed with either union or nonunion shops as the Client might direct and billed at cost with the firm advancing the expense.
- Filing & Governmental Fees: Any fees to a state for filing anything in court, or recording anything at the county level, or fees for any applications to the state of municipal government is not included in the hourly quote and will be paid by Client.
- Consultants: Firm may negotiate and pass along costs for certain consulting measures for optimal operations of their Client’s licensed cannabis business operations, which costs may be included in license application services, or disclosed in subsequent change orders. Firm lawyers not licensed in a particular jurisdiction may also be included in these consulting fees. Client again agrees to not circumvent Firm from any consultant introduced to Client by Firm.
- Mileage: To the fullest extent possible the firm utilizes video-conference capabilities, but occasional travel may be required, which will be incurred at a fixed rate of $100.00 per hour and is inclusive of mileage costs.
- Insurance: Firm shall pay at its own expense for insurance of up to one-million dollars per liability and Client agrees such insurance is sufficient and will hold harmless Firm for any amounts in excess of the coverage.
- Postage: Postage on routine mailings will be paid for by the firm. In the event certified, courier, special service, express or multiple copy mailings or delivery are required, postage and delivery fees will be charged to the Client at cost.
- Computer Research: The majority of research conducted by the firm via computer (Westlaw) is paid for by the firm as a part of its general library resources. On rare occasions, unusual data bases may require extra charges which will be billed at cost. At no additional cost, however, is the subscription to Illinois Institute of Continued Legal Education (IICLE) smartbooks, which contains in-depth knowledge and research on hundreds of actionable issues.
- Updates to Representation: Client agrees to reasonable updates to this engagement upon notice from Firm to client without objection after thirty days of receipt of the policy updates by communication to email address for client on this agreement.
- Communication: If you have questions regarding the status of this matter, please call or write. If you find e-mail communication desirable, you can contact me at firstname.lastname@example.org.