These Terms and Conditions (the “Agreement”) are entered into as of the date of electronic acceptance (“Effective Date”) by and between Stark Strategic Counsel LLC (“SSC”) and the client completing the online order form (“Client”).

 

1.       DUTIES OF THE PARTIES; REPRESENTATIONS

(a)    SSC maintains a network of independent attorneys (the “Attorney Network”) and will make the Attorney Network available to Client for as long as Client remains a Member (as defined below).

(b)   Client agrees to pay the monthly fee (the “Membership Fee”) provided for on the online order form and shall remain a member (“Member”) SSC’s Fractional General Counsel Program (the “Program”) until this Agreement is terminated by either party as provided for herein.

(c)    The Client may engage any attorney in the Attorney Network subject to the Attorney’s agreement. Attorneys in the Attorney Network will charge Client no more than $150 per hour for as long as Client remains a Member (the “Preferred Pricing”). The Preferred Pricing will not apply to any services provided after the termination of the Member’s participation in the Program.

(d)   Client will work directly with any attorney for the provision of any services. Client, and not SSC, will direct any engaged attorney in providing the Services. SSC is not a law firm, lawyer, or other provider of legal services and will not, under any circumstance, provide legal services. SSC’s sole responsibility shall be to make the Attorney Network available. Each engaged attorney may, but is not required to, require Client to sign an engagement agreement; provided, however, that SSC will require each attorney to abide by the Preferred Pricing.

(e)    SSC reviews each attorney in the Attorney Network and provides a summary of the education, background, skill, and expertise of each such attorney but does not represent or warrant any claim, advice, or services provided by any member of the Attorney Network.

(f)     Each engaged attorney will invoice and bill Client directly for the attorney’s services. Client will pay only the Membership Fee directly to SSC. 

2.       TERM AND TERMINATION

(a)    This Agreement shall commence on the date of electronic acceptance and shall continue for one (1) year (the “Initial Term”). At the end of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (together with the Initial Term, each, a “Term”) unless written notice of non-renewal (email being sufficient) is delivered by Client to SSC at least thirty (30) days prior to the renewal of the then-current Term. SSC may terminate this Agreement and the Program at any time.

(b)   Client’s failure to make any Membership Fee payment when due will constitute termination of this Agreement and the Program. Upon termination for any reason, Client will no longer be considered a Member.

3.       RELATIONSHIP BETWEEN THE PARTIES

(a)    The Client agrees that SSC is an independent contractor of the Client and at no time will be considered employees of the Client.

(b)   The Attorney Network is comprised of independent attorneys who have agreed to charge Members the Preferred Pricing. SSC is not affiliated with any attorney or law firm.

4.       NO CIRCUMVENTION

(a)    Client will not circumvent this Agreement or pursue Preferred Pricing except through the Program.   

5.       NO REPRESENTATIONS OR WARRANTIES

(a)    All information and services provided by SSC are provided “as-is” and “as-available” basis. SSC makes no representations or warranties of any kind, express or implied, including but not limited to, the accuracy, reliability, completeness, or suitability of the content, products, or services offered herein.

(b)   To the fullest extent permitted by law, SSC disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement. SSC does not warrant that any specific legal services will be performed to any specific standard or that any desired results will be achieved. SSC shall not be liable for any damages of any kind arising from your use of the Program or any legal services provided by any attorney. Any attorney-client relationship will be strictly between the Client and the respective attorney.

6.       DISPUTE RESOLUTION, COMPLIANCE WITH LAWS, GOVERNING LAW

(a)    This Agreement shall be governed and construed in accordance with the laws of the State of Florida. Any dispute arising out of, or related to, this Agreement shall be brought exclusively in the state or federal courts located in Palm Beach County, Florida. The prevailing party in any litigation arising hereunder shall be entitled to recover from the non-prevailing party its reasonable attorneys’ fees and costs incurred in connection therewith.

7.       ADDITIONAL TERMS

(a)    Neither party may assign this Agreement without the other party’s prior written consent; except that either party may assign this Agreement, without the other party’s prior written consent, to an entity that acquires all or substantially all of the business or assets of the assigning party.

(b)   This Agreement is the entire agreement of the parties relating to the subject matter hereof and supersedes any prior agreements, communications and understandings between them, whether written or oral, with respect to the same subject matter. No amendment, modification or supplement to this Agreement shall be binding, unless it is in writing and signed by the parties.

(c)    Sections 4 through 7 of this Agreement shall survive termination.