StartWise Drafting Credit Terms — US

Version date: May 24, 2026

These StartWise Drafting Credit Terms — US (the Credit Terms) apply to the purchase, allocation, use, expiry and management of StartWise Drafting credits for US business profiles, US document workflows and StartWise products provided by Law Offices of Gabriel C. Mbanefo, P.C. (d/b/a Entrepreneur Legal®) (Entrepreneur Legal® US, we, us or our).

StartWise is the platform brand. For US business profiles, US document workflows and services provided through the US website or otherwise by the US Entrepreneur Legal business, StartWise Drafting credits are provided by Entrepreneur Legal® US. For UK business profiles, UK document workflows and services provided through the UK Entrepreneur Legal business, separate UK drafting credit terms may apply.

These Credit Terms should be read together with the StartWise Platform Terms of Use — US, StartWise Payment & Subscription Terms — US, StartWise Privacy Policy — US, any applicable product description, checkout terms, membership terms and any other product-specific terms that apply to the relevant purchase.

By purchasing, receiving, using or attempting to use a StartWise Drafting credit for a US workflow, you agree to these Credit Terms.

1. Important summary

This summary is intended to help you understand the key points of these Credit Terms. It does not replace the full terms below.

A drafting credit is a platform credit. It gives you access to generate an eligible document through a StartWise Drafting workflow.

A drafting credit is not legal advice. It does not include attorney review, legal consultation, legal approval, legal sign-off or bespoke legal services.

One credit usually generates one eligible document. Unless stated otherwise, one drafting credit may be used for one eligible StartWise Drafting workflow and one generated document.

Credits may be consumed when a document is generated or made available. This may include generation, finalisation, export, download or other availability through the Platform.

Credits may be jurisdiction-specific. US credits are intended for US business profiles and US document workflows unless we expressly allow wider use.

Credits may expire. Credits may be subject to expiry periods, membership periods, credit caps, rollover limits or other restrictions.

Credits are generally non-refundable once used or made available. Refund rights depend on the product purchased, whether access or performance has started, whether the credit has been consumed and applicable law.

You are responsible for your inputs. Generated documents depend on the information you provide, and you must review all documents before use.

Some matters are not suitable for credit-based self-serve drafting. Complex, regulated, high-value, cross-border, tax, fundraising, securities, employment, dispute or specialist matters may require attorney review, legal consultation or bespoke scope.

2. Definitions

In these Credit Terms, the following terms have the meanings set out below.

Account means a registered StartWise user account.

Additional Member Credit means a Drafting Credit purchased by an active StartWise Member at member pricing, where available.

Business Profile means a business profile created or selected within StartWise.

Credit Pack means a bundle of Drafting Credits purchased together.

Document means a contract, policy, terms, agreement, form, notice, letter, schedule, exhibit or other document generated through StartWise.

Drafting Credit or Credit means a StartWise credit or entitlement that may be used to generate an eligible document through a StartWise Drafting workflow, subject to these Credit Terms and any applicable product restrictions.

Eligible Workflow means a StartWise Drafting workflow that is available for use with a Drafting Credit.

Generated Document means a document generated by or through StartWise based on user inputs, Business Profile information, workflow selections, drafting logic, AI-assisted features, templates or other Platform functionality.

Legal Services means attorney review, legal consultation, bespoke legal work, legal advice or other legal services provided separately by Entrepreneur Legal® US.

Member means a user with an active StartWise Membership.

Membership Credit means a Drafting Credit allocated as part of StartWise Membership.

Platform or StartWise means the StartWise platform, dashboard, drafting workflows, document workspace, account features and related online services.

StartWise Drafting means the guided document drafting workflows made available through StartWise.

you or your means the person or entity purchasing, receiving or using Drafting Credits.

3. What a Drafting Credit is

3.1 Nature of a Drafting Credit

A Drafting Credit is a limited platform entitlement that may be used to generate an eligible document through a StartWise Drafting workflow.

A Drafting Credit is not money, stored value, electronic money, a deposit, a voucher for general legal services, a retainer, a trust balance or a credit against all Entrepreneur Legal® US services.

3.2 What one Drafting Credit covers

Unless the product description or checkout terms state otherwise, one Drafting Credit covers:

access to one Eligible Workflow;

use of guided StartWise Drafting questions for that workflow;

generation of one eligible document based on your inputs;

access to the generated document through your StartWise workspace, subject to account access and Platform availability; and

export or download functionality where available for that workflow.

3.3 What a Drafting Credit does not cover

Unless expressly stated, a Drafting Credit does not include:

attorney review;

legal advice;

legal consultation;

legal approval;

legal sign-off;

bespoke legal services;

negotiation support;

extensive redrafting by an attorney;

review of uploaded documents by an attorney;

regulatory analysis;

tax advice;

accounting advice;

financial advice;

fundraising structuring;

securities analysis;

employment status analysis;

cross-border analysis;

filing fees;

government fees;

state filing fees;

franchise taxes;

registered agent fees;

third-party costs;

implementation support; or

any product or service not expressly included in the relevant purchase.

3.4 Separate purchase of Legal Services

Document Review / Attorney Review, Legal Consultation and bespoke legal work must be separately purchased or separately agreed. Buying or using a Drafting Credit does not create an attorney-client relationship with Entrepreneur Legal® US.

4. Eligible and ineligible workflows

4.1 Eligible Workflows

Drafting Credits may be used only for workflows that StartWise makes available as eligible credit-based workflows at the time of use.

4.2 Workflow availability

We may add, remove, suspend, rename, replace, update or restrict workflows at any time. Purchasing Credits does not guarantee that any particular workflow will remain available indefinitely.

4.3 Ineligible workflows or services

Credits may not be used for products or services that are not made available as credit-based StartWise Drafting workflows, including Legal Services, bespoke legal work, filing services or third-party costs.

4.4 High-risk or unsuitable workflows

We may prevent or restrict use of Credits for a workflow where we reasonably consider that the matter is unsuitable for self-serve drafting, outside the intended scope of the Platform, high-risk, regulated, complex, cross-border or inappropriate for credit-based generation.

5. Jurisdiction and business profile rules

5.1 US Credits

US Drafting Credits are intended for US Business Profiles, US document workflows and Platform services provided by Entrepreneur Legal® US.

5.2 Business Profile selection

Before using a Credit, you may be required to select a Business Profile and document jurisdiction. The applicable workflow, terms, document logic and service provider may depend on that selection.

5.3 UK profiles and workflows

If you select a UK Business Profile or UK document workflow, separate UK terms may apply and the relevant Platform services may be provided by a separate UK Entrepreneur Legal business.

5.4 Multi-state and cross-border matters

If your matter involves more than one US state, more than one country, non-US parties, overseas users, overseas customers, overseas suppliers, overseas employees, overseas contractors, overseas investors or overseas regulators, a credit-based US workflow may not be suitable without attorney review, legal consultation or bespoke scope.

5.5 State-specific issues

US law may vary significantly by state and subject matter. Unless a workflow expressly states otherwise, use of a US Drafting Credit does not include separate state-specific legal analysis by an attorney.

5.6 User responsibility

You are responsible for selecting the correct Business Profile, jurisdiction, document type and workflow. If you use a Credit for the wrong workflow or jurisdiction, the Credit may still be treated as consumed.

6. Purchase and allocation of Credits

6.1 Ways to receive Credits

You may receive Drafting Credits through:

individual Credit purchases;

Credit Packs;

StartWise Membership;

Additional Member Credits;

promotional offers;

goodwill adjustments; or

other methods we make available from time to time.

6.2 Credit allocation

Credits are allocated to the Account, Business Profile, subscription, membership plan or user shown at checkout or in the Platform.

6.3 No obligation to offer all Credit types

We are not obliged to offer individual Credits, Credit Packs, Additional Member Credits, promotional Credits or Membership Credits at all times.

6.4 Payment before allocation

Credits may not be allocated, activated or usable until payment has been successfully completed, unless we expressly agree otherwise.

6.5 Errors in allocation

If Credits are allocated in error, duplicated, incorrectly priced or applied to the wrong Account, we may correct the error, remove the Credits, adjust the Account, cancel the transaction, restore the correct balance or provide a refund where appropriate.

7. Credit Packs

7.1 Credit Pack purchases

A Credit Pack contains the number of Drafting Credits shown at checkout or in the product description.

7.2 Credit Pack pricing

Credit Packs may offer lower per-credit pricing than purchasing individual Credits. Any stated saving is based on the applicable standard individual Credit price at the time of the offer.

7.3 Credit Pack restrictions

Credits in a Credit Pack may be subject to:

expiry periods;

jurisdiction restrictions;

Account restrictions;

Business Profile restrictions;

workflow restrictions;

transfer restrictions;

fair use rules; and

other product-specific terms shown at checkout.

7.4 No guarantee of future savings

Purchasing a Credit Pack does not guarantee that the same price, saving, pack size or product will remain available in future.

8. Membership Credits and Additional Member Credits

8.1 Membership Credits

StartWise Membership may include a specified number of Membership Credits during each applicable membership period.

8.2 Membership Credit expiry

Unless expressly stated otherwise, Membership Credits expire at the end of the applicable membership period and do not roll over, except to the extent a rollover cap or other rollover rule is expressly included in the applicable membership plan.

8.3 Credit cap

If a credit cap applies, unused Membership Credits may roll over only up to the permitted cap. Credits above the cap may expire automatically.

8.4 Additional Member Credits

Active Members may be able to purchase Additional Member Credits at member pricing. Additional Member Credits are available only while the relevant Membership is active and in good standing.

8.5 Loss of member status

If your Membership ends, is cancelled, expires, fails payment, is suspended or is terminated, you may lose access to Membership Credits, member pricing, member discounts and the ability to buy Additional Member Credits.

8.6 Membership terms also apply

Membership Credits and Additional Member Credits are also subject to the StartWise Membership terms and StartWise Payment & Subscription Terms — US.

9. When a Credit is consumed

9.1 Consumption event

A Credit may be consumed when a Generated Document is generated, finalised, exported, downloaded, made available in the workspace or otherwise made available to you through the Platform, depending on the relevant workflow and Platform settings.

9.2 Drafts and previews

The Platform may allow you to preview, edit or review draft information before final generation. The point at which a Credit is consumed may be shown in the workflow. You should review your answers carefully before confirming generation.

9.3 Regeneration

Regeneration, re-export, re-download or creation of a revised document may require an additional Credit unless the Platform expressly allows it without additional charge.

9.4 Edits after generation

Edits made after generation may or may not be included, depending on the workflow and product settings. Substantial changes, new document versions, new parties, new terms, new jurisdictions or new workflows may require a new Credit.

9.5 Incorrect or incomplete inputs

If a Credit is consumed and the Generated Document is unsuitable because you provided incorrect, incomplete, outdated or misleading information, selected the wrong workflow, selected the wrong Business Profile or selected the wrong jurisdiction, the Credit may not be restored.

9.6 Abandoned workflows

If you start but do not complete a workflow before the Credit is consumed, the Credit will generally remain available, subject to expiry, Account status and Platform functionality. If a Credit has already been consumed, abandoning the workflow does not automatically restore it.

10. Credit expiry

10.1 Expiry periods

Credits may expire after the period stated at checkout, in the product description, in your Account, in your membership terms or in promotional terms.

10.2 Membership Credit expiry

Membership Credits may expire at the end of the applicable monthly or annual membership period, subject to any express rollover cap or rollover rule.

10.3 Promotional Credit expiry

Promotional Credits may expire earlier than paid Credits and may be subject to additional conditions.

10.4 Expired Credits

Expired Credits cannot be used and are not refundable unless required by applicable law or expressly agreed.

10.5 No cash-out

Unused or expired Credits cannot be exchanged for cash, transferred to a bank account, applied as a general credit against all legal services or converted into other benefits unless we expressly agree.

11. Refunds and cancellation rights

11.1 General position

Except where required by applicable law or expressly stated in these Credit Terms, the StartWise Payment & Subscription Terms — US, checkout terms or product-specific terms, Credits are non-refundable once purchased, used, consumed, expired or made available.

11.2 Used Credits

Credits are non-refundable once used or consumed, including where a document has been generated, finalised, exported, downloaded or made available.

11.3 Unused Credits

Unused Credits may be non-refundable after purchase, subject to applicable law and any cancellation rights that apply.

11.4 Digital services and immediate performance

Where applicable, you may be asked to consent to immediate access, immediate performance or immediate supply of digital content or digital services. Where you do so, you may lose cancellation rights once performance begins, access is provided, a Credit is consumed or a document is generated, subject to applicable law.

11.5 Failed generation caused by Platform error

If document generation fails because of a technical Platform error, we may restore the relevant Credit, provide a replacement generation, issue a refund or provide another reasonable remedy. This does not apply where the issue arises from user error, incorrect inputs, unsupported use, third-party outages outside our control, device or browser issues, or a matter being unsuitable for the workflow.

11.6 Discretionary credits or refunds

We may provide discretionary refunds, replacement Credits or goodwill adjustments in particular circumstances. Doing so does not create an obligation to provide similar remedies in the future.

12. Restrictions on Credits

12.1 No resale or transfer

Credits may not be sold, resold, transferred, assigned, shared, sublicensed, exchanged or otherwise provided to another person or Account unless the Platform expressly permits it.

12.2 Account-specific use

Credits may be limited to the Account, Business Profile, membership plan, user, organisation or jurisdiction for which they were purchased or allocated.

12.3 No misuse

You must not misuse Credits, including by:

attempting to duplicate Credits;

exploiting technical errors;

bypassing payment or usage limits;

using unauthorised payment methods;

creating multiple Accounts to obtain promotions;

reselling Generated Documents as template products;

using Credits for third-party document generation as a competing service;

using Credits for unlawful, misleading or harmful purposes; or

using Credits in breach of the StartWise Platform Terms of Use — US.

12.4 Revocation

We may revoke, suspend or remove Credits where Credits were obtained through fraud, misuse, error, chargeback, payment failure, breach of terms, unauthorised transfer, promotion abuse or other improper conduct.

13. Generated Documents

13.1 Generated Documents depend on your inputs

Generated Documents are based on your workflow answers, Business Profile information, uploaded materials, selected options, drafting logic, templates and AI-assisted features.

13.2 You must review documents

You are responsible for reviewing all Generated Documents before using them. You should check names, dates, parties, commercial terms, payment terms, governing law, defined terms, schedules, placeholders, cross-references and all factual assumptions.

13.3 No guarantee

Using a Credit does not guarantee that a Generated Document is legally sufficient, enforceable, complete, suitable, up to date, accepted by a counterparty, compliant for your business model, or appropriate for your specific circumstances.

13.4 Implementation not included

Credits do not include implementation support. You are responsible for signing, dating, approving, filing, registering, delivering, storing, managing and monitoring documents.

13.5 Formalities

Some documents may require formal execution, board approvals, stockholder approvals, member approvals, manager approvals, filings, notices, registrations, notarisation, tax treatment, regulatory filings or other formalities. Credits do not include verification or completion of these formalities.

14. Unsuitable or high-risk matters

14.1 Self-serve limitations

StartWise Drafting is intended for routine document generation within supported workflows. It is not suitable for every legal matter.

14.2 Matters that may require Legal Services

You should consider Document Review / Attorney Review, Legal Consultation or bespoke legal services where the matter involves:

unusual facts;

high value;

complex negotiations;

regulated sectors;

financial services;

credit, lending, money transmission, banking or payments;

health, medical, supplement or wellness products;

employment status or employment law;

tax issues;

fundraising, investment or securities;

cross-border parties or users;

multi-state issues;

disputes, arbitration or threatened claims;

complex data protection or state privacy issues;

consumer protection issues;

marketplace platform risks;

intellectual property ownership uncertainty;

multiple group companies;

non-standard commercial terms; or

any issue that may materially affect your business.

14.3 Platform recommendations

The Platform may suggest that users in similar situations commonly request attorney review, legal consultation or bespoke scope. Such suggestions are not legal advice and do not mean that all relevant issues have been identified.

15. Credit balances and records

15.1 Account display

The Platform may display available Credits, used Credits, expired Credits, membership status, purchase history and product access.

15.2 Delays in updates

Credit balances and purchase records may not update instantly.

15.3 Correction of errors

If there is an error in displayed Credit balances, purchase records, membership status, pricing or usage, we may correct the error and adjust the Account accordingly.

15.4 Records

Payment provider records, Account records, invoices, receipts, workflow logs and internal Platform records may be used to evidence purchase, allocation, use, expiry, cancellation, restoration or refund of Credits.

16. Changes to Credits and pricing

16.1 Changes

We may change Credit pricing, Credit Pack sizes, Membership Credit allowances, Additional Member Credit pricing, expiry periods, eligible workflows, product availability and credit rules from time to time.

16.2 Existing Credits

Where reasonably practicable, material changes will not remove paid unused Credits before their stated expiry, except where required for legal, security, operational, technical, misuse or Platform reasons.

16.3 No price protection

Purchasing Credits does not entitle you to future pricing, future discounts or future Credit Pack availability.

17. Relationship with other terms

17.1 Platform Terms

Use of the Platform and Generated Documents is governed by the StartWise Platform Terms of Use — US.

17.2 Payment Terms

Payments, subscriptions, refunds, cancellations, chargebacks and billing are also governed by the StartWise Payment & Subscription Terms — US.

17.3 Membership Terms

Membership Credits and Additional Member Credits are also governed by the applicable StartWise Membership terms.

17.4 Legal Services Terms

Where you separately purchase Legal Services, those Legal Services are governed by the Entrepreneur Legal US Legal Services Terms and any applicable scope terms.

17.5 Conflicts

If there is a conflict between these Credit Terms and:

checkout terms, the checkout terms apply to the relevant purchase;

product-specific terms, the product-specific terms apply to the relevant product;

the StartWise Payment & Subscription Terms — US, the payment terms apply to payment, refund, chargeback and billing issues;

the StartWise Platform Terms of Use — US, the platform terms apply to Platform use and acceptable use issues; and

Legal Services Terms, the Legal Services Terms apply to any separately purchased Legal Services.

18. Liability

18.1 No exclusion where unlawful

Nothing in these Credit Terms excludes or limits liability where it would be unlawful to do so.

18.2 Credit-related liability

Subject to clause 18.1, our liability in connection with Drafting Credits is limited to the amount paid for the specific Credit or Credit Pack giving rise to the claim.

18.3 Excluded losses

Subject to clause 18.1, we are not liable for:

losses arising from incorrect, incomplete or misleading user inputs;

losses arising from selection of the wrong workflow or jurisdiction;

losses arising from your failure to review a Generated Document;

losses arising from use of a Generated Document without attorney review where review would have been appropriate;

losses arising from counterparty rejection or negotiation of a Generated Document;

losses arising from implementation errors;

losses arising from matters outside the intended scope of StartWise Drafting;

business interruption;

loss of profits;

loss of opportunity;

loss of goodwill;

reputational harm;

indirect, incidental, special, exemplary, punitive or consequential loss; or

third-party provider failures except where required by law.

19. Suspension and termination

19.1 Suspension of Credit use

We may suspend or restrict use of Credits if:

payment fails;

a chargeback or payment dispute is raised;

we suspect fraud or misuse;

you breach applicable terms;

the Account is suspended;

the relevant Membership is suspended;

required by law;

required for security or operational reasons; or

the workflow is withdrawn or unsuitable.

19.2 Termination of Account

If your Account is terminated, access to unused Credits may be lost, subject to applicable law and any refund rights that apply.

19.3 Survival

Clauses relating to payment, restrictions, liability, refunds, records, generated documents, governing law, dispute resolution and other provisions intended to survive will continue after expiry or termination.

20. Governing law and dispute resolution

20.1 Governing law

These Credit Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of the State of New York, without regard to conflict of law rules that would require the application of another jurisdiction’s laws.

20.2 Arbitration

Subject to the exceptions in clause 20.5, any dispute, controversy or claim arising out of or in connection with these Credit Terms, any Drafting Credit, any Credit Pack, credit expiry, credit allocation, credit usage, Generated Documents or any non-contractual obligations arising out of or in connection with them shall be referred to and finally resolved by arbitration under the Rules of the London Court of International Arbitration (LCIA Rules), which rules are deemed to be incorporated by reference into this clause.

20.3 Seat, language and tribunal

The seat, or legal place, of arbitration shall be London, England.

The language of the arbitration shall be English.

The tribunal shall consist of one arbitrator appointed in accordance with the LCIA Rules.

20.4 Remote and proportionate procedure

The parties agree that the arbitration should be conducted in a proportionate, efficient and cost-conscious manner, having regard to the nature and value of the dispute.

Unless the tribunal determines otherwise, any procedural conference, case management conference or hearing may be conducted by telephone, video conference or other remote means.

20.5 Exceptions to arbitration

Nothing in this clause prevents Entrepreneur Legal® US from seeking payment of unpaid fees in any court of competent jurisdiction, or from seeking urgent injunctive, equitable or protective relief in any court of competent jurisdiction, including in relation to confidentiality, intellectual property, Platform security, data, systems, misuse of the Platform, non-payment or unauthorised access.

Nothing in this clause prevents either party from enforcing an arbitral award in any court of competent jurisdiction or applying to a court of competent jurisdiction for relief in support of arbitration proceedings where permitted by applicable law.

20.6 Courts in support of arbitration

The courts of England and Wales shall have jurisdiction in relation to the supervision of the arbitration and any court applications relating to the arbitral proceedings, subject to any mandatory applicable law.

20.7 Confidentiality of arbitration

The parties shall keep the arbitration, the existence of the arbitration, submissions, evidence, orders and awards confidential, except to the extent disclosure is required by law, required to enforce or challenge an award, required for professional advice, required by a regulator or court, or otherwise permitted by the tribunal.

20.8 Immediate action

Nothing in these Credit Terms prevents us from taking immediate action to suspend or restrict access to the Platform or Credits where we reasonably consider this necessary for security, legal, operational, payment, misuse, confidentiality, intellectual property, data protection or risk-management reasons.

21. Contact details

If you have questions about these Credit Terms or StartWise Drafting Credits for US Business Profiles or US workflows, please contact:

Law Offices of Gabriel C. Mbanefo, P.C. (d/b/a Entrepreneur Legal®) Email: info@us.entrep.legal