Effective Date: November 18, 2024
Updates
We may update these terms periodically by notifying you in writing at least 30 days before the new terms become effective. You accept the new terms by engaging us for services after the new terms become effective.
Cooperation
Our ability to serve you requires your cooperation. Specifically, we ask that you cooperate with our team, keep us informed of information and developments relevant to your matters, pay invoices on time, and timely provide any other information, cooperation, or documents that we request.
Rates
Unless we otherwise agree in writing, we bill hourly at the rates specified in these terms. The minimum billing increment is 15 minutes. Our rates are listed below.
We may also engage attorneys at other firms or contract attorneys from time-to-time. The rates of those other attorneys vary. We will obtain your approval before engaging this type of assistance on your matter.
Deposits
If we collect a deposit from you, this amount will be placed into our client trust account and applied against fees as incurred. Once this deposit is used, we may ask that the deposit be replenished before additional work is performed. In other cases, we will invoice you as provided in these terms. Any deposit remaining at the end of our engagement will be refunded to you. No interest will be paid to you on any deposit.
Invoicing and Payment
Matchstick sends invoices around the beginning of each month or when its work is substantially complete. Invoices are due within 15 days of receipt. If invoices are not promptly paid, and you do not otherwise object to the invoice, you authorize us to charge your payment method on file for those fees. We will notify you in writing before charging you in this manner.
Past Due Invoices
We may charge interest at 1.5% per month if payment is not received within 25 days after the invoice has been delivered to you. We may stop work on your matter if invoices are not kept current.
Subscriptions
General Terms
Subscription clients must have a payment method on file. You will not be invoiced for recurring fees and Project fees. All other fees will be invoiced. You authorize Matchstick to charge your payment method on file for all fees related to your account. Monthly recurring fees and Project fees are charged in advance on or about the first of each month. Annual recurring fees are charged in November or December of each year for the following year’s services. All other fees are invoiced following the month in which they were incurred and are due within 15 days. If your payment method expires, is declined or otherwise cannot be charged, we may invoice you for those fees. We may stop work on your subscription until your fees are paid.
Where a response time is guaranteed, times are based on 8:30 – 5:30 Pacific time, Monday through Friday except for federal holidays. Response time is not time to resolution.
Your subscription is a true retainer. This means that fees are earned when paid and are not deposited into the Matchstick trust account. Except as modified below, these general terms apply to all subscriptions.
Subscriptions can be canceled on 30 days’ notice. Fees charged are not refundable.
Subscription — Core Services
Subscription Core Services include the following:
- Priority service over non-subscription clients.
- Response time of one business day or less.
- Discounted hourly rates on work outside of your subscription.
- Ability to add fixed-fee Projects to your subscription at any time.
- No-charge kick-off calls for new Projects.
- Discounted fees (vs non-subscription clients) on Projects.
- Three-month payment terms on Projects.
- No-charge “quick questions” via email (things that take 5 – 10 minutes).
- Annual consult with your attorney.
- No-charge review of inbound nondisclosure agreements.
Core Services are $149 per month.
Subscription — Corporate Monitor
Corporate Monitor is an add-on to your Core Services or a stand-alone subscription. Corporate Monitor includes the following:
- Service as registered agent and acceptance of service of process nationwide.
- Secure, always-on access to a private online workroom containing all your corporate documents, notices, and information.
- Preparation and filing of annual reports or information statements.
- Preparation and filing of “no fee” information updates (e.g., address changes).
- Preparation of annual corporate minutes (corporations).
- Identification of fraudulent corporate business solicitations.
- Answering any “quick questions” about your corporate status via email (things that take 5 – 10 minutes).
- Annual status check-in with your lawyer.
Corporate Monitor fees are $450 per year for your home state filing and $250 per year for each remote state filing (in each case plus state filing fees).
We ask that Corporate Monitor clients have a payment method on file. If you do not have a payment method on file, you will be invoiced in November of each year for the following year’s fees. If you do have a payment method on file, it will be automatically charged in December for the following year’s fees. Your payment method will also be automatically charged when we incur state filing fees on your behalf.
If your payment method expires, is declined or otherwise cannot be charged, we will request a new payment method from you and we will also send you an invoice. If your invoice is not promptly paid, we are authorized to take the following steps:
- Home State Filings. We will change the registered agent address to match your principal place of business and renewal will be your responsibility. If you do not renew your home state filing, your entity may become inactive or dissolved. Reinstating may require paying the state any past due filing fees or penalties.
- Remote State Filings. We will cancel or allow all remote state filings to lapse. Reinstating remote state filings will be your responsibility. Reinstatement may require paying the state any past due filing fees or penalties.
Subscription — Contract Monitor
Contract Monitor is an add-on to your Core Services . Contract Monitor includes the following:
- An annual update of all Matchstick drafted form agreements to address changes in the law, changes in our drafting recommendations, and changes in your business.
- No charge answers to your “quick questions” about your Matchstick drafted form agreements via e‑mail (things that take 5 – 10 minutes).
Contract Monitor is $100 per month.
Subscription — Trademark Monitor
Trademark Monitor is an add-on to your Core Services . Trademark Monitor includes:
- Notification of potentially conflicting trademarks when they are filed and when your mark is cited in an Office Action that is issued against a potentially conflicting mark.
- Quarterly reporting of potential infringements.
Trademark Monitor is $750 per year. Your payment method will be automatically charged in December of each calendar year for the following year’s fees. Trademark Monitor does not include completion of maintenance filings for your registered marks.
Subscription — Fractional General Counsel
Fractional General Counsel (FGC) includes the following:
- All Core Services.
- Initial review and update or redrafting of your standard-form client services agreement (CSA) and standard-form SOWs.
- Annual review and update of your standard-form client services agreement (CSA) and standard-form SOWs.
- Creation and maintenance of a Negotiation Matrix establishing negotiation and approval limits.
- Negotiation and markup of, and advising on, all inbound CSAs and markups of your CSA and SOWs.
- Response time of six business hours or less.
- Priority over non-FGC clients.
- Quarterly meetings to discuss priorities, recommendations and issues.
The monthly fee for your FGC will be as we agree in writing based on the volume, size, and complexity of your negotiations.
As a Fractional General Counsel client, you agree to the following:
- Matchstick has authority to negotiate and approve changes within the limits of the Negotiation Matrix (subject to any written direction given by you on any particular negotiation).
- You have named one person with Chief Operating Officer-type authority who is reasonably available as our main point of contact for approvals and direction. Additional members can be added to the client team so long as approvals and direction are provided in aggregate and that the approach among client team members is consistent.
Entity Representation
If you are a business entity, we only represent the entity and not any owner individually.
If the owners disagree on an issue, we will ask you to resolve your differences among yourselves, without our assistance. There are many issues where individual owners may have disagreements: compensation, ownership percentages, control of the business – just to name a few. If the owners cannot resolve their differences, we will not be able to represent any individual owner in that dispute without the permission of all owners. If the differences are serious enough, we may be required to withdraw from the matter completely.
We cannot maintain secrets among the owners. This means that we can share information we receive from or about one of you regarding the business with all owners.
All owners are free to retain individual counsel to discuss confidential information or for advice on individual obligations.
Costs
Operational costs, such as photocopying, printing, and long-distance calls are not charged to you. Costs due to third-parties such as filing fees, large photocopying projects, service provider fees (e.g., filing services and process server), messenger and delivery fees, major postage, and travel will be billed at actual cost. In some cases, we will ask that such costs be paid to us in advance. Alternatively, we may ask that you contract with and pay the service provider directly. We will obtain your consent before costs for reimbursement that are more than $500.
File Materials
Matchstick is a paperless law firm. This means we scan file materials and retain as little paper as possible. The materials we send to you are your copy of the file for our engagement. You should retain a copy of the materials we send you. If you ever request a copy of file materials, those will be provided in electronic format pursuant to applicable rules regarding client files. We store files using file formats typical for business documents (e.g., .pdf, .docx, .xls, .pages, .numbers, etc.).
Use of Email & Cloud Services
To provide efficient and convenient legal services, we use email and online services to communicate with you and to manage the services we provide. Documents and data regarding your matter are stored on remote servers managed by these services. Use of these services always include some risk of accidental disclosure or unauthorized access. By engaging us, you agree to our use of these services in your matter.
Disclaimer of Guarantees and Estimates
We do not guarantee any outcomes from our work for you. Any comments about outcomes are expressions of opinion only. Deposits and fee estimates are not fee caps.
No Business Advice
Matchstick does not provide business or investment advice. Any comments about business decisions are expressions of opinion only. Tax outcomes always depend on your individual tax situation. You should be sure to consult with your tax advisor for advice on tax matters specific to you.
Dispute Resolution
Except as provided below, any dispute between us must be resolved by arbitration in accordance with the rules of (and by filing a claim with) the American Arbitration Association, Inc. A single arbitrator will conduct the arbitration. Unless we agree to a different location, the arbitration will be held in San Francisco, California or Portland, Oregon, whichever location is closer to your principal office. The arbitrator’s award may be entered as a judgment in any court having jurisdiction. Each party shall bear its own costs, expenses, legal fees and an equal share of the arbitrators’ and administrative fees.
For disputes regarding fees or costs, you may request arbitration of fee disputes. Depending on your location and the attorneys serving you, you may request arbitration pursuant to California Business and Professions Code Sections 6200 – 6206 (the Mandatory Fee Arbitration Act) or the Oregon State Bar’s Fee Dispute Resolution Program. If you do not elect to proceed under one of these fee arbitration alternatives, disputes over fees or costs will be resolved by arbitration as provided in the previous paragraph.
General
These terms (as updated from time to time), our engagement letter, and any modifications we agree to in writing constitute the entire agreement regarding our representation.
