TERMS OF SERVICE (Prior to May 9, 2023)
Section 1. Attorney-Client Relationship and General Provisions.
By engaging Pearce Shambach, PLLC (“Pearce Shambach”) and its attorneys to perform legal services on your behalf (collectively, “Services”), you hereby acknowledge and agree to follow and be bound by these terms of service (these “Terms of Service”) and agree to comply with all applicable laws and regulations, including United States export and re-export control laws and regulations. In these Terms of Service, the words “you” and “your” refer to each Pearce Shambach engaged client; and the words “we,” “us,” and “our” refer to Pearce Shambach, its attorneys, employees, contractors, and staff.
IMPORTANT. It is your responsibility to review these terms of service periodically. If at any time you find these terms of service unacceptable or if you do not agree to these terms of service, please notify us immediately and cease using the services. If you have any questions regarding or related to these terms of service, please contact us as provided below. You agree that by using the services you are representing that you are at least 18 years of age and are legally able to enter into a contract. We may revise these Terms of Service at any time by notifying you. All revisions, updates, or changes are effective immediately when we provide them to you. However, any changes to the dispute resolution provisions herein will not apply to any dispute for which the parties have actual notice on or prior to the date the revision, update, or change is provided. Your continued use of the Services means and constitutes your acceptance and agreement to such revisions, updates, or changes.
These Terms of Service and the engagement letter between you and Pearce Shambach describing certain legal services of a limited scope (“Engagement Letter”) constitute the entire agreement between you, as the client, and Pearce Shambach, and such documents are not assignable by you. The laws governing these Terms of Service and any Engagement Letter are the laws of the State of Texas, without regard to its conflicts of law principles. Your acceptance of these Terms of Services and execution of any Engagement Letter will apply retroactively to the date that Pearce Shambach first performed any Services on your behalf.
By using Services, you also agree that any controversy, dispute, or claim arising out of or relating to these Terms of Service or Engagement Letter, including, without limitation, fees, charges, expenses, or any other aspect of our representation, shall be resolved through binding arbitration, which arbitration must take place in Travis County, Texas, and proceed in accordance with the Arbitration Agreement set forth below. IMPORTANT. You acknowledge that by agreeing to arbitration, you are relinquishing your right to bring an action in a court of law and to a jury trial. Notwithstanding the foregoing, nothing stated herein prevents or limits the rights of Pearce Shambach from seeking all available legal remedies to recover legal fees, including, but not limited to, filing a lawsuit in the courts located in Travis County, Texas.
Section 2. Pearce Shambach Legal Services and Fees.
We are in the business of providing legal counsel and assistance to you, as the client, on the matter for which such Services were engaged (the “Matter”), in accordance with these Terms of Service and your Engagement Letter. Although Pearce Shambach and its attorneys will use their reasonable best efforts in representing you, THERE IS NO GUARANTEE OR ASSURANCE AS TO ANY OUTCOME OR POSSIBLE OUTCOMES FROM OR RELATED TO THE SERVICES. All legal services rendered by Pearce Shambach and its attorneys are subject to applicable state and federal laws governing the attorney-client relationship and applicable rules of professional responsibility in those jurisdictions in which Pearce Shambach attorneys perform legal services and are licensed. Nothing herein will be construed as an obligation of any Pearce Shambach attorney to represent you, and you hereby agree that Pearce Shambach or any of its attorneys may withdraw from representing you at any time, subject to adherence with state and federal laws governing the attorney-client relationship and applicable rules of professional responsibility in those jurisdictions in which Pearce Shambach attorneys perform legal services and are licensed. In exchange for the Services provided to you by Pearce Shambach, you agree to pay the fees for such Services and reimburse Pearce Shambach for any reasonable expenses incurred in accordance with any policies and procedures that we may adopt from time to time. Although we may make you aware of our policies and procedures, please note that these policies and procedures are subject to change. Although we strive to provide the most efficient services for our clients, any estimates of fees quoted to you are simply just estimates. Any deposits in advance of legal services given or required by us will be placed in the Pearce Shambach IOLTA escrow account and such deposit will be applied against your invoices as the invoices are provided to you. From time to time, we may also establish general practices and limits concerning the payment of legal fees or offer other arrangements such as discounted rates, invoice credits, or other offers, and you acknowledge that we reserve the right to change these general practices and limits at any time, in our sole discretion.
Section 3. Failure to Pay Professional Fees; Collection of Unpaid Fees and Expenses.
You agree to pay fees and expenses as invoices are received. If you fail to pay any applicable fees in connection with the provision of Services, you hereby authorize us to charge interest on any late and unpaid balances owed by you. For any amount outstanding for more than thirty (30) days we may assess a late fee of six percent (6%) compounding annual interest. Notwithstanding anything to the contrary herein, you expressly authorize Pearce Shambach to pursue all available remedies for the collection of professional fees, and Pearce Shambach may file lawsuits, garnishments, summons, or serve other legal process in any jurisdiction in connection with the recovery of legal fees that may be owed for Services. For this purpose, you expressly waive any requirement of us pursuing binding arbitration with respect to the recovery of any unpaid professional fees.
Section 4. Professional Independence of Pearce Shambach Attorneys.
It is within the sole discretion of Pearce Shambach attorneys performing legal Services for you under these Terms of Service and the Engagement Letter to determine appropriate courses of action as authorized by you or permitted under applicable rules of professional conduct or whether claims or defenses pertaining to any Matter present a frivolous or otherwise unmeritorious claim or action. Pearce Shambach attorneys reserve the right to make independent professional judgments regarding their representation of you in a particular Matter.
Section 5. Internal Revenue Service (“IRS”) Circular 230 Disclosure.
To ensure compliance with requirements imposed by the IRS under Circular 230, we inform you that any U.S. federal tax advice contained in any communication from Pearce Shambach (including information provided during a free consultation) is and was not intended or written to be used, and cannot be used, for the purpose of (1) avoiding penalties under the Internal Revenue Code, or (2) promoting, marketing, or recommending to another party any matters addressed therein.
Section 6. Confidentiality. If you have entered into an attorney-client relationship with Pearce Shambach, such information received by Pearce Shambach pursuant to such relationship is subject to applicable attorney client privilege and work product doctrines. Pearce Shambach also requires its clients to provide personal information (collectively, “Personal Information”) in connection with the Services. Personal Information includes, but is not limited to, the following: (i) contact data (such as your name, address, city, state, zip code, phone number, and email address); (ii) financial data (such as your credit card number, expiration date, and verification code); (iii) demographic data (such as your zip code and sex); and (iv) other legal data (such as your social security number, mortgage information, automobile information, marital information, trade secrets, inventions, and idea submissions, and other sensitive information necessary to generate legal documents). All Personal Information will be retained in accordance with applicable state and federal law and applicable rules of professional responsibility and only disclosed in instances where such disclosure is (i) required by applicable state or federal laws or applicable rules of professional responsibility, (ii) authorized by you, or (iii) in the exercise of a Pearce Shambach attorney’s professional discretion. We strive to make certain that our servers and connections incorporate the latest encryption and cybersecurity devices. We have implemented physical, electronic, and managerial procedures to safeguard and secure the information we collect. Unfortunately, no data transmission is guaranteed to be 100% secure and we therefore cannot guarantee the security of information you transmit in connection with the Services, and you provide this information at your own risk. Accordingly, we disclaim liability for the theft, loss, or interception of, or unauthorized access or damage to, your data or communications in connection with the services. You acknowledge that you understand and assume these risks.
Section 7. Rate Ranges.
Subject to an Engagement Letter and other provisions of these Terms of Service, we currently charge the following rate ranges in connection with the performance of the Services: Attorneys – $375 to $450 per hour Associate Attorneys – $200 to $300 per hour Senior Paralegals – $150 to $200 per hour Paralegals and Legal Assistants – $75 to $150 per hour You authorize Pearce Shambach to use its professional judgment on assigning attorneys and support staff to your matter. Again, Pearce Shambach attorneys reserve the right to make independent professional judgments regarding their representation of you in a particular Matter.
Section 8. Miscellaneous.
(a) International Users. The Services are administered by Pearce Shambach from our offices within the United States of America. If you utilize the Services from a location outside of the United States, you are responsible for compliance with all laws or your jurisdiction. You agree that you will not use the Services in any country or in any manner prohibited by any applicable laws, restrictions, or regulations.
(b) Disclaimer of Warranties. EXCEPT AS OTHERWISE PROVIDED, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “WITH ALL FAULTS” BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY. PEARCE SHAMBACH SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY.
IMPORTANT. Under no circumstances will Pearce Shambach’s liability arising out of, or in connection with, these terms of service or your engagement letter exceed the amount paid by you for its services in connection with the particular matter, if any. In addition, in no event will Pearce Shambach, its affiliates or their licensors, service providers, attorneys, employees, agents, officers, managers, or members be liable for damages of any kind, under any legal theory, arising out of or in connection with the services, including any direct, indirect, special, incidental, consequential, or punitive damages, including, but not limited to, personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, death, disability, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including negligence), breach of contract, or otherwise, even if foreseeable. The foregoing does not affect any liability that cannot be excluded or limited under applicable law.
(c) Indemnification. You agree to defend, indemnify, and hold harmless Pearce Shambach, its affiliates, licensors, attorneys, employees, and service providers, and its and their respective officers, managers, members, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Service or your use of the Services other than as expressly authorized in these Terms of Service.
(d) Governing Law. These Terms of Service and the relationship between you and Pearce Shambach are governed by the laws of the State of Texas, without giving effect to any choice or conflict of law provision or rule, whether of the State of Texas or any other jurisdiction.
(e) Venue. Subject to the Arbitration Agreement below, any legal suit, action, or proceeding arising out of, or related to, these Terms of Service or Pearce Shambach shall be instituted and litigated exclusively in courts located in Travis County, Texas. You waive any and all objections to the exercise of jurisdiction over you by such courts and to exclusive venue in such courts.
(f) Dispute Resolution and Arbitration Agreement (this “Arbitration Agreement”).
Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and Pearce Shambach each agree to notify the other of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact us by emailing us. If after a good faith effort to negotiate, one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed with the American Arbitration Association (“AAA”) and the written Demand for Arbitration (available at www.adr.org) provided to the other party, as specified in the AAA Rules.
Agreement to Arbitrate. You and Pearce Shambach mutually agree that any disputes will be settled by binding arbitration. If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our dispute, you and Pearce Shambach agree that the arbitrator will decide that issue.
Exceptions to Arbitration Agreement. You and Pearce Shambach each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) any claim related to actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; or (ii) any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, or cyber-attack).
Attorneys’ Fees and Costs. You and Pearce Shambach each agree that either party may be entitled to seek an award of attorneys’ fees and expenses if such party prevails in arbitration, to the extent provided under applicable law and the AAA rules.
Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
Jury Trial Waiver. You and Pearce Shambach acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable disputes.
No Class Actions or Representative Proceedings. You and Pearce Shambach acknowledge and agree that we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, classwide arbitration, private attorney-general action, or any other representative proceeding as to all disputes. Further, unless you and Pearce Shambach both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If this paragraph is held unenforceable with respect to any dispute, then the entirety of this Arbitration Agreement will be deemed void with respect to such dispute.
Severability. Other than as provided in the immediately preceding paragraph, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision will be severed and the remainder of the Arbitration Agreement will be given full force and effect.
(g) No Assignment. You may not assign your rights under these Terms of Service or Engagement Letter without our prior written consent, and any attempted assignment will be null and void.
(h) Limitation on Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR THE ENGAGEMENT LETTER OR SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
(i) Waiver. No failure by Pearce Shambach to enforce any term or condition of these Terms of Service will be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Pearce Shambach to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision.
(j) Severability. Except as otherwise provided in the Arbitration Agreement, if any provision of these Terms of Service is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of these Terms of Service will continue in full force and effect.
(k) Entire Agreement. These Terms of Service and your Engagement Letter constitute the sole and entire agreement between you and Pearce Shambach with respect to the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the Services
(l) Notices. We may give notice to you by email or other reasonable means. You shall give notice to Pearce Shambach by certified mail (postage pre-paid and return receipt requested) to:
Pearce Shambach, PLLC
Attn: Joshua A. Pearce
500 W 2nd Street, Suite 1900-8
Austin, Texas 78701
(m) Questions. Please contact us with any questions regarding these Terms of Service by emailing us at: josh@pearceshambach.com
