Terms of Service

LAST UPDATED: 30 January 2023

These Terms of Service (“Terms”) shall regulate apply to the provision of any legal, tax, or business advisory services and any other services (“Services”) provided to you by Solidity Law, PLLC, a Florida, USA professional limited liability company with registration number: L22000409469. represented by the attorney Anibal Suriel and/or any other lawyer(s), advisers, of counsels, employees, trainees and/or any other professional(s) or other affiliated persons (companies or professionals) operating under the Solidity Law trademark or within the Solidity Law network, including (if applicable), any existing or future corporation founded by Anibal Suriel and/or such lawyer(s), advisers, of counsels, employees, trainees and/or professional(s) at any later date in any jurisdiction (hereinafter collectively, “Solidity Law”, “Attorney” or “we”).

BY ORDERING OR RECEIVING SERVICES (AS APPLICABLE AND WHICHEVER HAPPENS FIRST) PROVIDED BY Solidity Law IN ANY FORM, YOU, AS A USER OR RECIPIENT OF SUCH SERVICES (“you” OR “Client” OR “User”) AGREE TO BE BOUND BY THESE TERMS.

1. Confidentiality

1.1. The relationship between the Client and the Attorney shall be deemed a confidential relationship in which all parties are obliged to protect all data and facts, the nature of which so requires, as a business secret, as well as any information and facts for which any contracting party so expressly requires.
 
1.2. The Attorney shall not use any data and facts that will become known to the Attorney in the performance of Services for any purpose not connected with the provision of such Services, nor will disclose it to third parties.
 
1.3. Any information, document, data or fact exchanged between the Client and the Attorney related to or in connection with the Services, shall not be disclosed to any third party without the prior written consent of both, the Attorney and the Client. The foregoing shall not be applicable to any information, document, data or fact that is publicly available when provided or thereafter becomes publicly available other than through a breach of these Terms, or that is required to be disclosed by judicial or administrative process or otherwise by applicable law.
 
1.4. Non-disparagement. As a Client, you agree not to, directly or indirectly, make any disparaging or derogatory statements regarding the Attorney and any of its affiliates, their business, services or their directors and officers and other personnel or otherwise interfere with or harm the Attorney’s business interests, to the fullest extent such restrictions are permissible under applicable law.
 

2. Client's Duty to Cooperate

 
2.1. The Client shall provide the Attorney promptly and without special request, all documents and information necessary for the provision of Services. Furthermore, the Client shall timely inform the Attorney of any incidents or circumstances which could be relevant for the provision of the Services. This also applies to such documents and information, instances or circumstances which become known in the course of the provision of the Services.
 
2.2. The Attorney may assume that the information and documents submitted are complete and accurate. Upon request Client shall provide written confirmation regarding such completeness and accuracy.
 

3. Legal Fees and Payment

 
3.1. The Client agrees to compensate the Attorney in the amount, quoted in written form (including, but not limited to electronic means of communication) to the Client by the Attorney prior to the performance of any particular task (Fixed Price; excluding tax, if applicable), increased for a fixed charge of 4% for administrative costs.
 
3.2. If no such quote of the Fixed Price has been provided for particular service, consulting fees shall be calculated as the product of the number of hours the Attorney spent performing the tasks ordered and required by the Client, whereas standard hourly rates for specific tasks and types of legal work shall be calculated on the basis of legal fees price list as published and made available through the Solidity Law internal attorney-client digital system or publicly on the website Solidity Law.com (Legal Fee Catalogue, or in the absence of such Legal Fee Catalogue, the flat legal consulting hourly rate for such consulting shall be USD $300, increased for a fixed charge of up to 4% for administrative costs (excluding tax, if applicable).
 
3.3. You acknowledge and agree that Legal Fee Catalogue might be updated and amended from time to time at the Solidity Law’s sole discretion. If you continue to order and request Services after such change of the Legal Fee Catalogue, you agree with the payment of fees as calculated on the basis of such amended Legal Fee Catalogue.
 
3.4. Payment of our invoices is due within fifteen (15) calendar days of the invoice issuing date unless other arrangements have been agreed in writing (for avoidance of any doubt, including via e-mail). Invoices are payable in the currency in which they are nominated (but we may decide to accept another currency for the payment of services, including cryptocurrency).
 
3.5. If invoices are not paid within fifteen (15) calendar days of the invoice issuing date, we reserve the right to charge interest from that date at the statutory default interest rate. All estimates or quotations given by us and all fees and expenses charged by us are exclusive of tax which will be charged where tax is applicable to our fees and on any expenses that are subject to tax.
 
3.6. If payments are overdue, we also reserve the right to immediately suspend or terminate work on services and, to the extent allowed under applicable regulations, to retain the documents and papers which belong to you or which have been supplied to us for the purpose of carrying out your instructions.
 

3. 7. Consent To Arbitration.

 
3.7.1. THESE TERMS CONTAINS PROVISIONS REQUIRING ARBITRATION OF FEE DISPUTES. BEFORE YOU UTILIZE OUR SERVICES, YOU SHOULD CONSIDER CONSULTING WITH ANOTHER LAWYER ABOUT THE ADVISABILITY OF MAKING AN AGREEMENT WITH MANDATORY ARBITRATION REQUIREMENTS. ARBITRATION PROCEEDINGS ARE WAYS TO RESOLVE DISPUTES WITHOUT USE OF THE COURT SYSTEM. BY ENTERING INTO AGREEMENTS THAT REQUIRE ARBITRATION AS THE WAY TO RESOLVE FEE DISPUTES, YOU GIVE UP (WAIVE) YOUR RIGHT TO GO TO COURT TO RESOLVE THOSE DISPUTES BY A JUDGE OR JURY. THESE ARE IMPORTANT RIGHTS THAT SHOULD NOT BE GIVEN UP WITHOUT CAREFUL CONSIDERATION.
 
3.7.2. In the event of a disagreement concerning fees, the parties hereto agree to submit their controversy concerning the legal fees charged by Us to binding arbitration. The parties hereto consent to resolve their dispute through The Florida Bar’s Fee Arbitration Program, pursuant to Chapter 14 of the Rules Regulating The Florida Bar, the Fee Arbitration Procedural Rules and Chapter 682, Florida Statutes.
 
4. Conflicts of Interest. The Attorney may provide services to another party who has general interests, which compete or conflict with the Client’s (“Competing Party”). The Attorney and its advisors are and shall remain free to provide services to Competing Parties, except that where the interests of the Competing Party conflict with the Client’s specifically and directly in relation to the subject matter of the Services in the course of the provision of those Services. The Attorney seeks to identify Competing Parties in such circumstances. If the Client knows or becomes aware that the Attorney is advising or proposing to advise such a Competing Party the Client shall inform the Attorney promptly.
 

5. Intellectual Property and Copyright

 
5.1. The Attorney reserves and retains all intellectual property rights regarding its work and services (including any legal advice or any other deliverables which shall include but shall not be limited to any legal opinions, summaries, draft contracts, court or other submissions and electronic correspondence).
 
5.2. All copyright, trademark, trade secret and other intellectual property rights shall remain at all times the sole and exclusive property of the Attorney.
 
5.3. No part of any written or oral legal, business or other advice, memo, draft report electronic correspondence (be it via e-mail, phone, Telegram, Skype, Viber, WhatsApp or any other means of electronic communication) or any other oral or written or oral document or idea produced by the Attorney (collectively, “Product”) may be reproduced, distributed, or transmitted in any form or by any means, including photocopying, recording, or other electronic or mechanical methods, without the prior written permission of the Attorney.
 
5.4. As a Client, you are granted a limited, non-transferable license to use the Product for the purposes it was ordered and delivered to you (“Solidity Law License”), provided that the Attorney’s services necessary for the delivery of the Product have been fully paid. If the Attorney’s services with regard to the Product have not been paid in full, the Solidity Law License can be revoked at any time.
 

6. Disclaimer and Limitation of Liability

 
6.1. The Attorney is liable for damages as a consequence of errors at the provision of Services only to the extent such errors are a result of gross negligence; only to the Client and only up to the net amount of the actually received payment for Services provided to that Client. In no circumstances will the aggregate liability of the Attorney (or its affiliated persons) exceed the lower or USD $15,000.00, or the amount of professional fees actually paid by the Client.
 
6.2. The Attorney shall not be liable for any damages as a consequence of errors at the rendering of Services should such errors be a result of ordinary negligence. The Attorney shall not be liable whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Services, for loss of profits, loss of sales or business, loss of agreements or contracts, loss of or damage to goodwill, or for any other special, punitive, indirect or consequential loss or damages unless arising from gross negligence or willful act or omission or fraud of the Attorney.
 
6.3. The Attorney shall not be liable for any payments of remuneration for services performed or to substitute any incurred losses or lost profits of the Client. If the Client fails to timely communicate to the Attorney all facts, evidence and relevant information in its possession, the Attorney shall not be liable for any damage resulting from such omission. The Client may exercise its claims against the Attorney only within 5 months following the day the Client learnt (or could have learnt) of the grounds for such a claim, but in no case after one year after the date when the services giving rise to the claim were performed. Any claims against the Attorney cannot be assigned to any third person.
 
6.4. The Attorney shall not be liable for any damages as a consequence of errors at the rendering of Services should the Client not send the Attorney a written notice with a detailed description of the alleged error within eight (8) calendar days following the day the Client learned (or could have learned) about the alleged error and not give the Attorney the opportunity to correct the error and/or remedy the breach in the way the Attorney considers appropriate.
 
6.5. The Client specifically acknowledges that any business involving cryptocurrencies or any blockchain related technologies, products or businesses, is connected with inherent legal and tax risks of unfavorable regulatory, judicial and administrative action that can neither be fully predicted nor eliminated at this stage of development. The Client further acknowledges that regulatory and tax framework may be subject to radical (even retroactive) changes in future (including changes of official positions of regulatory and tax bodies). Also, the Client acknowledges, that regulatory, tax, judicial and/or any other authorities and/or public agencies are independent and that their legal views, official positions or any potential future decisions taken with regard to the Client and/or its business may differ from legal views and opinions provided or expressed by the Attorney.
 
6.6. The Client acknowledges that the Attorney provides general legal advisory regarding online international businesses involving blockchain technologies. For any legal or tax implications regarding Client’s business activities in particular jurisdiction, local legal experts, tax specialists or any other professional advisers qualified for that particular jurisdiction should be consulted.
 
6.7. In cases of any services provided by the Attorney for the new or existing Client free of charge (as a courtesy, for promotional purposes or any other reason), no reliance may be placed on such the Attorney advice or services by the Client whatsoever and the liability of the Attorney for such advice or services is excluded to the full extent.
 
6.8. The courts, state bodies, state agencies and other regulatory and governmental institutions are autonomous and independent, which makes it impossible to anticipate their decisions in individual cases. The decision of one court is in no way binding for the other courts. Interpretation of the applicable law by courts, state bodies, state agencies and other regulatory and governmental institutions may vary significantly and be inconsistent with the interpretation by the Attorney. This Section 6.8.especially (but not limited to) applies to cryptocurrencies, NFTs or any blockchain related technologies as there is lack of and/or ambiguous regulation (applicable law) and limited or no jurisprudence on these issues.
 
7. Termination of Services
 
7.1. We expect to act on a matter until it is completed. We are entitled to terminate our services where we have good reason to do so and upon the giving of notice of fourteen (14) calendar days.
 
7.2. Notwithstanding any other provision of these Terms, in case that Client’s activities or business may at any time reasonable damage reputation of the Attorney and/or its advisors (in particular, but not limited to: if the Client refuses to comply with any applicable laws in any jurisdiction it operates, or violates any applicable legislation, or if the Client avoids paying any applicable taxes or does not comply with data protection, AML/KYC or any other legal requirements, or in case of any other reasonable ethical concerns with regard to the Client’s business or business of associated persons (in particular, but not limited to: founders, shareholders and/or managers) of the Client), the Attorney may at any time and without prior warning immediately discontinue provision of any already ongoing Services and/or immediately discontinue engagement, and in such case the Attorney shall not be liable to the Client for any damages whatsoever.
 
8. General
 

8.1. These Terms shall be governed by the laws of Florida, USA.

 
8.2. Any dispute, disagreement or claim arising out of or in connection with these Terms, including its breach, termination or validity, shall be resolved by the parties through mediation in accordance with the American Arbitration Association rules and practice. If the dispute, disagreement or claim has not been settled pursuant to the said rules within 180 calendar days following the filing of a request for mediation or within such other period as the parties may agree in writing, such dispute shall thereafter be finally settled by the competent court in Miami, FL USA.
 
8.3. The failure or delay of the Attorney at any time to require any performance or payment or to resort to any remedy provided under these Terms shall in no way affect the right of the Attorney to require performance or to resort to a remedy at any time thereafter, nor shall the waiver by the Attorney of a breach be deemed to be a waiver of any subsequent breach.
 
8.4. These Terms may be modified, changed, supplemented or updated by the Attorney at its sole discretion at any time without advance notice.
 
8.5. Neither the Attorney nor the Client shall be in breach of their contractual obligations nor shall they incur any liability to the other if the Attorney or the Client are unable to comply with these Terms as a result of any cause beyond the Attorney's or the Client's reasonable control.
 
8.6. Contact. You may contact Solidity Law at contact@soliditylaw.com for any inquiries or requests concerning these Terms or provision of any Services.