StartWise Platform Terms of Use — US

Version date: May 22, 2026

These StartWise Platform Terms of Use — US (the Terms) govern access to and use of the StartWise platform, website, dashboard, document workflows, drafting tools, document workspace, account features and related online services for US business profiles, US document workflows and Platform services provided by Entrepreneur Legal US (together, StartWise or the Platform).

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, the Platform is provided by Law Offices of Gabriel C. Mbanefo, P.C. (d/b/a Entrepreneur Legal®) (Entrepreneur Legal® US, we, us or our).

For UK business profiles, UK document workflows and services provided through the UK Entrepreneur Legal business, StartWise may be provided by a separate UK entity under separate UK terms. These Terms apply only to US business profiles, US document workflows and Platform services provided by Entrepreneur Legal® US.

Please read these Terms carefully before using StartWise. By creating an account, accessing the Platform for a US business profile, starting a US workflow, purchasing US drafting credits, generating a US document, uploading materials for a US workflow, or otherwise using StartWise in connection with Entrepreneur Legal® US, you agree to these Terms.

If you do not agree to these Terms, you must not use StartWise.

1. Important summary

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

StartWise is a guided drafting platform. StartWise helps users create documents through guided workflows and user-provided information.

StartWise Drafting is not legal advice. Unless you separately purchase and receive legal services from Entrepreneur Legal® US, the Platform does not provide legal advice, attorney review, legal approval or legal sign-off.

Outputs depend on your inputs. Documents generated through StartWise are based on information, answers, assumptions, selections and uploaded materials provided or confirmed by you.

You must review documents before use. You are responsible for reviewing all generated documents and determining whether they are appropriate for your situation before signing, sending, relying on or implementing them.

Attorney review and legal consultations are separate services. If you request attorney review, legal consultation or bespoke legal work, additional terms, scope limits and fees apply.

Certain matters may not be suitable for self-serve drafting. Complex, regulated, high-value, cross-border, tax, employment, financial services, fundraising, securities, litigation or specialist matters may require separate legal advice or bespoke support.

You are responsible for lawful use. You must not misuse the Platform, upload unlawful or infringing materials, provide false information, or use StartWise for unlawful, harmful or prohibited purposes.

Payments, credits and subscriptions may be subject to separate terms. Purchases of drafting credits, memberships, document review, consultations and other services may be governed by additional payment, subscription or product-specific terms.

2. Definitions

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

Account means a registered user account used to access the Platform.

AI-Assisted Features means any artificial intelligence, machine learning, automation, document generation, natural language processing, content analysis, workflow assistance, prompt-based output, recommendation, classification or similar functionality made available through StartWise.

Business Profile means a profile created or selected by a user within StartWise that stores business information, jurisdiction selections, document preferences, contact details, workflow information, document history or other details used in connection with Platform features.

Content means text, data, information, documents, files, images, videos, prompts, responses, answers, comments, business details, uploaded materials and other content submitted, uploaded, generated, stored, processed or displayed through the Platform.

Document means any contract, policy, notice, terms, agreement, form, letter, schedule, exhibit, document summary, clause or other output generated, edited, uploaded, stored, reviewed or downloaded through the Platform.

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

Entrepreneur Legal® US means Law Offices of Gabriel C. Mbanefo, P.C. (d/b/a Entrepreneur Legal®).

Generated Document means a document generated by or through StartWise based on user inputs, workflow selections, AI-Assisted Features, templates, drafting logic 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, subject to separate scope, engagement terms or legal services terms.

Platform or StartWise has the meaning given at the beginning of these Terms.

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

User Content means any Content that you or your authorised users submit, upload, enter, provide, import, store or transmit through the Platform.

you or your means the person accessing or using the Platform and, where applicable, the business, company or organisation on whose behalf the Platform is used.

3. Who may use StartWise

3.1 Age requirement

You must be at least 18 years old to use StartWise.

3.2 Business use

StartWise is intended for business-related use by founders, startups, businesses, companies, entrepreneurs, platform operators, service providers and similar users. It is not intended for personal, household or consumer legal matters unless we expressly make a workflow available for that purpose.

3.3 Authority to act

If you use StartWise on behalf of a business, company, partnership, organisation or other entity, you confirm that:

you have authority to act on behalf of that entity;

you have authority to bind that entity to these Terms;

all information you provide on behalf of that entity is accurate to the best of your knowledge; and

references to “you” in these Terms include both you personally and the entity on whose behalf you use the Platform.

3.4 No use if prohibited

You must not use StartWise if applicable law, regulation, professional rule, court order, contractual restriction or other binding obligation prohibits you from doing so.

4. Account registration and security

4.1 Account creation

You may need to create an Account to use some or all Platform features. You must provide accurate, complete and current information when creating and using your Account.

4.2 Account credentials

You are responsible for:

keeping your login credentials secure;

all activity that occurs under your Account;

ensuring that only authorised persons access your Account;

promptly updating inaccurate or outdated Account information; and

notifying us if you suspect unauthorised access or misuse.

4.3 Multi-user access

If the Platform allows you to invite team members, staff, contractors, advisers or other users to access an Account or Business Profile, you are responsible for their use of the Platform and for ensuring that they comply with these Terms.

4.4 Suspension of account access

We may suspend, restrict or terminate Account access where we reasonably consider it necessary, including where there is suspected unauthorised access, non-payment, misuse, security risk, breach of these Terms, legal risk, regulatory risk, or conduct that may harm us, other users or the Platform.

5. Business profiles and jurisdiction selection

5.1 Business Profiles

StartWise may allow you to create one or more Business Profiles. Business Profiles may be used to store information that assists with workflow routing, document generation, document management, billing, review requests or future Platform use.

5.2 Jurisdiction selection

You may be asked to select the jurisdiction that applies to a Business Profile or document workflow. For US workflows, StartWise may apply US-focused drafting assumptions and, where relevant, state-specific information supplied by you.

If you select or use a US Business Profile, the Platform services for that Business Profile are provided by Entrepreneur Legal® US under these Terms. If you select or use a UK Business Profile, separate UK terms may apply and the relevant Platform services may be provided by a separate UK entity.

5.3 Importance of jurisdiction selection and contracting entity

The selected jurisdiction may affect the contracting entity, applicable terms and legal service provider. In particular:

US Business Profiles and US document workflows are associated with Entrepreneur Legal® US;

UK Business Profiles and UK document workflows may be associated with a separate UK entity under separate UK terms; and

the terms that apply to a workflow or purchase may depend on the Business Profile and document jurisdiction selected in the Platform.

The selected jurisdiction may also affect:

document wording;

workflow questions;

legal assumptions;

terminology;

disclaimers;

review terminology;

product availability;

pricing availability; and

applicable Platform terms or legal services terms.

5.4 Your responsibility for jurisdiction selection

You are responsible for selecting the correct jurisdiction for each Business Profile and workflow. If a matter involves more than one state, more than one country, non-US counterparties, overseas users, overseas customers, overseas suppliers, overseas employees, overseas contractors, overseas investors or overseas regulators, self-serve drafting may not be suitable without further review.

5.5 State-specific and cross-border matters

US law may vary significantly by state and subject matter. Where a matter involves state-specific issues, multiple states, multiple jurisdictions, cross-border activity or non-US law, we may recommend attorney review, legal consultation or bespoke scope. Continuing with a self-serve workflow does not mean that state-specific or cross-border issues have been reviewed or resolved.

6. StartWise Drafting

6.1 Nature of StartWise Drafting

StartWise Drafting is a guided, AI-assisted document drafting workflow. It is designed to help you create documents by answering structured questions and providing business information.

StartWise Drafting may use a combination of:

workflow logic;

document templates;

drafting rules;

user answers;

Business Profile information;

uploaded materials;

AI-Assisted Features;

automated classification; and

generated text.

6.2 Not legal advice

StartWise Drafting does not provide legal advice. Unless you separately purchase and receive Legal Services from Entrepreneur Legal® US:

no attorney is reviewing your answers;

no attorney is reviewing the Generated Document;

no attorney-client relationship is created merely by using StartWise Drafting;

no legal advice is provided through the self-serve drafting workflow;

no legal approval, certification or sign-off is provided; and

no representation is made that a Generated Document is suitable, sufficient, enforceable or compliant for your specific circumstances.

6.3 User inputs

Generated Documents depend on the information you provide. You are responsible for ensuring that all information, answers, selections, assumptions and uploaded materials are accurate, complete, current and not misleading.

6.4 Review before use

You must carefully review any Generated Document before using it. This includes checking:

party details;

names, addresses and registration details;

commercial terms;

payment provisions;

document dates;

defined terms;

schedules and exhibits;

jurisdiction and governing law;

cross-references;

factual assumptions;

placeholders;

incomplete sections;

unusual clauses;

legal or commercial risks; and

whether the document fits the intended transaction.

6.5 No guarantee of suitability

We do not guarantee that any Generated Document will:

meet all legal requirements;

be enforceable in all circumstances;

be appropriate for your business model;

be accepted by a counterparty;

satisfy a regulator, court, investor, bank, supplier, customer or other third party;

reflect the latest law in every respect;

address all risks relevant to your matter; or

avoid the need for legal advice.

6.6 Workflow limitations

StartWise Drafting is not suitable for every matter. It may be unsuitable for, or require additional legal review in relation to:

fundraising, securities, SAFEs, convertible notes or investment rounds;

mergers, acquisitions, reorganisations or share transfers;

tax advice or tax structuring;

employment law advice or worker status determinations;

regulated financial services;

insurance, lending, credit, money transmission, payment facilitation or payment regulation;

health, medical, pharmaceutical, childcare, transport, food safety or other regulated sectors;

complex data protection or state privacy law arrangements;

consumer-facing regulated products or services;

cross-border matters;

disputes, litigation, arbitration or threatened claims;

insolvency or financial distress;

high-value or heavily negotiated contracts;

unusual intellectual property ownership structures;

antitrust or competition issues;

public sector contracts;

criminal, immigration, family, real estate conveyancing or personal legal matters; or

any matter where the facts are unclear, unusual or high-risk.

6.7 Escalation

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

6.8 Document categories

StartWise may support selected document categories from time to time. Availability of a workflow does not mean that the workflow is suitable for every use case within that category.

6.9 Changes to workflows

We may add, remove, suspend, update or modify workflows, drafting logic, questions, document categories, document wording and Platform features at any time.

7. AI-Assisted Features

7.1 Use of AI-Assisted Features

StartWise may use AI-Assisted Features to help generate, classify, summarise, transform, analyse or suggest content. AI-Assisted Features may be used in connection with document generation, workflow routing, issue flagging, content extraction, uploaded materials, document summaries or other Platform functionality.

7.2 AI outputs may be inaccurate

AI-Assisted Features may produce outputs that are inaccurate, incomplete, outdated, inconsistent, unsuitable, ambiguous or inappropriate for your circumstances. You are responsible for reviewing all AI-assisted outputs before relying on them.

7.3 No professional judgement in self-serve workflows

AI-Assisted Features do not replace attorney judgement. Unless you separately purchase and receive Legal Services, AI-Assisted Features do not constitute legal advice, attorney review, legal approval or legal sign-off.

7.4 Similar outputs

AI-Assisted Features may generate similar or identical outputs for different users, especially where similar inputs, workflows, document types or standard provisions are used. You do not obtain exclusive rights to Platform logic, workflow structure, standard clauses, templates or generic output patterns.

7.5 User responsibility

You are responsible for deciding whether to use, edit, reject, review or obtain legal advice on AI-assisted outputs.

8. Uploaded materials

8.1 Upload functionality

The Platform may allow you to upload documents, images, screenshots, videos, platform flows, existing agreements, policies, correspondence or other materials.

8.2 Your responsibility for uploaded materials

You confirm that you have the right to upload, share and use any materials you provide through the Platform. You must not upload materials that:

you do not have authority to use;

breach confidentiality obligations;

infringe intellectual property rights;

contain unlawful, harmful or misleading content;

contain personal data that you are not entitled to provide;

contain sensitive data unless necessary and lawful;

include malware or harmful code;

breach court orders, regulatory restrictions or contractual obligations; or

are irrelevant, excessive or inappropriate for the workflow.

8.3 Uploaded materials are contextual only

Unless expressly agreed as part of a separate Legal Service, uploaded materials are used only to assist the Platform workflow. AI-assisted extraction or interpretation of uploaded materials may be inaccurate or incomplete.

8.4 Confirmation of extracted information

Where the Platform extracts, summarises or infers information from uploaded materials, you are responsible for confirming whether that information is accurate before it is used in a document.

8.5 No obligation to review uploads

Unless you separately purchase Legal Services, we are not obliged to manually review uploaded materials or identify issues in them.

9. Generated Documents and user responsibility

9.1 Generated Documents are based on inputs

Generated Documents are produced based on your inputs, workflow selections, Business Profile details, uploaded materials, Platform logic and AI-Assisted Features.

9.2 No guarantee of legal effect

We do not guarantee that a Generated Document will have any particular legal, commercial, regulatory, tax, accounting, operational or business effect.

9.3 Counterparty negotiation

Generated Documents may be negotiated, rejected, amended or challenged by counterparties. StartWise Drafting does not include negotiation support unless separately agreed as part of Legal Services.

9.4 Implementation

You are responsible for implementing, signing, dating, delivering, storing, managing and monitoring documents. StartWise Drafting does not ensure that documents are correctly signed, filed, registered, delivered, approved, authorised or implemented.

9.5 Execution and formalities

Certain documents may require formal execution, board approval, stockholder approval, member approval, filings, notices, registrations, notarisation, wet ink signatures, electronic signature compliance, tax treatment, regulatory filings or other formalities. StartWise Drafting does not guarantee that these requirements have been identified or satisfied.

10. Legal Services

10.1 Separate Legal Services

Entrepreneur Legal® US may offer Legal Services separately from StartWise Drafting for US Business Profiles, US document workflows and US matters, including document review, legal consultations and bespoke legal work.

Legal services relating to UK Business Profiles, UK document workflows or UK matters may be provided separately by a UK entity under separate UK terms.

10.2 No legal services unless separately agreed

Use of the Platform, creation of an Account, purchase of drafting credits or generation of a document does not by itself create an attorney-client relationship or legal services engagement.

10.3 Separate terms and scope

Legal Services are subject to separate terms, scope, exclusions, pricing and acceptance. If there is a conflict between these Terms and the specific terms for a Legal Service, the specific Legal Service terms apply to that Legal Service.

10.4 Document Review / Attorney Review

Document Review / Attorney Review is document-focused. It may involve attorney comments, drafting observations, commercial observations, issue identification and practical implementation points within the agreed scope. Unless separately agreed, Document Review / Attorney Review does not include negotiation, extensive redrafting, regulatory analysis, tax advice, fundraising structuring, securities analysis, cross-border analysis, review of external linked documents or review outside the stated scope.

10.5 Legal Consultation

Legal Consultation is advice-focused. It may be used for business-related legal questions, concerns, strategy or next steps. Unless separately agreed, Legal Consultation does not include written document review, drafting, redlines, filing fees, bespoke legal services or third-party costs.

10.6 Bespoke legal work

Bespoke legal work is subject to separate written scope confirmation by Entrepreneur Legal® US. Submitting a request does not by itself create an obligation for Entrepreneur Legal® US to act.

11. Drafting credits, payments and subscriptions

11.1 Separate payment terms

Purchases, subscriptions, drafting credits, memberships, renewals, cancellations, refunds, taxes, billing and payment processing may be governed by separate Payment and Subscription Terms and checkout terms.

11.2 Drafting credits

Drafting credits may be used only for eligible StartWise Drafting workflows. Drafting credits do not include attorney review, legal advice, legal consultation, bespoke legal services, filing fees or third-party costs unless expressly stated.

11.3 Credit use

A drafting credit may be consumed when a final document is generated, downloaded, exported or otherwise made available, depending on the applicable product terms and Platform process.

11.4 Failed generation

If document generation fails because of a Platform error, the applicable credit may be restored or other remedy may be provided in accordance with the applicable payment or credit terms.

11.5 Membership

If StartWise Membership is offered, membership benefits, included credits, discounts, renewals, cancellation, expiry and limitations will be governed by applicable membership and payment terms.

11.6 Taxes and payment processors

Prices may be exclusive or inclusive of applicable taxes depending on the checkout flow and applicable law. Payments may be processed by third-party payment providers. We are not responsible for the acts or omissions of payment providers except where required by law.

12. Acceptable use

12.1 General acceptable use

You must use the Platform lawfully, responsibly and in accordance with these Terms.

12.2 Prohibited use

You must not use the Platform to:

breach any applicable law or regulation;

create, facilitate or support unlawful activity;

mislead, defraud, harass, threaten or harm any person;

infringe intellectual property, privacy, confidentiality or other rights;

upload or transmit malware, viruses or harmful code;

interfere with or disrupt the Platform;

scrape, crawl, copy, extract or harvest Platform data without authorisation;

reverse engineer, decompile, disassemble or attempt to derive source code, models, workflows, prompts, rules or underlying systems except as permitted by law;

bypass payment, credit, usage, security or access controls;

use the Platform to provide competing services without authorisation;

use the Platform to generate spam, deceptive content or unlawful communications;

upload confidential third-party materials without authority;

impersonate another person or misrepresent your authority;

overload, probe, scan or test Platform systems without authorisation;

remove or obscure proprietary notices;

use automated systems to access the Platform except as expressly permitted;

use the Platform for personal legal matters outside its intended scope;

use the Platform for criminal, fraudulent, abusive or harmful purposes; or

encourage or assist any person to do any of the above.

12.3 High-risk use

You must not rely solely on StartWise Drafting for high-risk, regulated, specialist or complex matters where legal advice is commonly required. We may restrict, suspend or refuse workflows that we consider unsuitable for self-serve drafting.

12.4 Monitoring and enforcement

We may monitor Platform use, investigate suspected breaches, restrict access, remove content, suspend accounts, block workflows, refuse generation, cancel services or take other action where we reasonably consider it necessary.

13. Intellectual property

13.1 Our rights

We and our licensors own all intellectual property rights in the Platform, including software, code, databases, workflows, user interfaces, layouts, templates, drafting logic, prompts, rules, design elements, processes, know-how, documentation, branding, trade marks and other Platform materials.

13.2 Licence to use the Platform

Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform for your internal business purposes or as otherwise permitted by us.

13.3 Restrictions

You must not copy, reproduce, modify, adapt, distribute, sell, licence, exploit, reverse engineer or create derivative works from the Platform or our proprietary materials except as expressly permitted by these Terms or applicable law.

13.4 Your User Content

As between you and us, you retain ownership of your User Content, subject to the rights granted to us under these Terms.

13.5 Licence to process User Content

You grant us a worldwide, non-exclusive, royalty-free licence to host, store, copy, process, transmit, display, analyse, transform and use User Content as necessary to:

provide the Platform;

generate documents;

operate workflows;

maintain and secure the Platform;

provide support;

process payments and account administration;

comply with law;

enforce these Terms; and

provide any services you request.

13.6 Generated Documents

Subject to your compliance with these Terms and payment of applicable fees, you may use Generated Documents for your own business purposes. This does not transfer ownership of our underlying Platform, workflow logic, templates, standard clauses, drafting systems, prompts, methods, know-how or generic content that is not unique to you.

13.7 Feedback

If you provide suggestions, comments, ideas or feedback about StartWise, we may use them without restriction or obligation to you.

14. Confidentiality and document information

14.1 Treatment of documents and communications

We will treat legal documents you provide and communications you send to us in connection with services as confidential, subject to these Terms, our Privacy Policy, any applicable Legal Services terms and legal obligations.

14.2 Platform confidentiality limits

The Platform is an online service that may involve hosting providers, AI providers, payment processors, database providers, analytics providers, support tools, email providers and other service providers. Confidentiality is subject to the technical, operational and legal limits of providing an online platform.

14.3 Your confidentiality obligations

You must ensure that your use of StartWise does not breach any confidentiality duty owed to another person.

15. Data protection and privacy

15.1 Privacy Policy

Our use of personal data is described in our Privacy Policy. You should read the Privacy Policy before using StartWise.

15.2 Personal data in User Content

You are responsible for ensuring that you have the right and authority to provide any personal data included in User Content, uploaded materials, workflow answers or documents.

15.3 Sensitive data

You should not provide sensitive data, highly sensitive data, confidential third-party data, children’s data or regulated data unless it is necessary, lawful and appropriate for the relevant service.

15.4 Business contact information

Where you provide business contact details of officers, founders, employees, contractors, customers, suppliers, users or other third parties, you are responsible for ensuring that such data is provided lawfully.

15.5 Data retention

Documents, workflow answers, Business Profile information and Account information may be retained for Platform operation, legal, compliance, support, recordkeeping, security and service purposes, subject to our Privacy Policy and applicable law.

16. Third-party services and links

16.1 Third-party services

StartWise may integrate with or rely on third-party services, including hosting, storage, authentication, payment processing, AI providers, analytics, communications, email, video, document processing or customer support tools.

16.2 Third-party terms

Your use of third-party services may be subject to third-party terms and policies. We are not responsible for third-party services except where required by law.

16.3 Third-party links

The Platform may contain links to third-party websites or resources. We do not control and are not responsible for third-party websites, content, policies or practices.

17. Availability, maintenance and changes

17.1 Availability

We aim to make the Platform available but do not guarantee uninterrupted, error-free, secure or continuous availability.

17.2 Maintenance and downtime

The Platform may be unavailable because of maintenance, updates, technical issues, security incidents, third-party failures, internet disruption or events outside our control.

17.3 Changes to Platform features

We may change, suspend, withdraw, replace, limit or discontinue any Platform feature, workflow, document type, integration, pricing model, credit structure or availability at any time.

17.4 Beta or test features

Some features may be released as beta, pilot, preview or test features. Such features may be incomplete, unstable, changed, withdrawn or subject to additional limitations.

18. Disclaimers

18.1 Platform provided as available

The Platform is provided on an “as is” and “as available” basis, subject to any rights that cannot be excluded by law.

18.2 No legal advice through self-serve platform

StartWise Drafting and AI-Assisted Features are not legal advice, attorney review, legal approval or legal sign-off.

18.3 No guarantee

We do not guarantee that:

any Generated Document is suitable for your circumstances;

any workflow identifies all relevant issues;

any document is enforceable or compliant;

any output is complete, accurate or up to date;

any issue flag is exhaustive;

any matter is suitable for self-serve drafting;

any third party will accept a Generated Document;

the Platform will be uninterrupted or error-free; or

the Platform will meet all your requirements.

18.4 No tax, accounting or financial advice

The Platform does not provide tax, accounting, financial, investment, insurance or regulated advice.

18.5 No regulatory clearance

The Platform does not provide regulatory clearance or approval for any business model, product, service, marketplace, website, app, platform, content, promotion, investment, transaction or legal document.

19. Liability

19.1 Nothing excluded where unlawful

Nothing in these Terms excludes or limits liability where it would be unlawful to do so, including liability for fraud, fraudulent misrepresentation, intentional misconduct, or any other liability that cannot be excluded or limited under applicable law.

19.2 Excluded losses

Subject to clause 19.1, we are not liable for:

loss of profits;

loss of revenue;

loss of business;

loss of opportunity;

loss of goodwill;

loss of anticipated savings;

loss or corruption of data;

business interruption;

wasted management time;

reputational harm;

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

losses arising from inaccurate or incomplete user inputs;

losses arising from your failure to review a Generated Document;

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

losses arising from third-party services; or

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

19.3 Liability cap

Subject to clause 19.1 and unless different limits apply under separate paid Legal Services terms, our total aggregate liability arising out of or in connection with these Terms, the Platform, StartWise Drafting, AI-Assisted Features, Generated Documents and related self-serve services is limited to the greater of:

the total amount paid by you for the relevant Platform product or service giving rise to the claim in the 12 months before the event giving rise to liability; or

US$100.

19.4 User responsibility

You acknowledge that the Platform is priced and offered on the basis that it is a self-serve drafting tool and not a substitute for tailored legal advice.

19.5 Legal Services liability

Where you purchase Legal Services, liability for those Legal Services may be governed by separate legal services terms, engagement terms or scope terms.

20. Indemnity

You agree to indemnify, defend and hold harmless Entrepreneur Legal® US from and against losses, claims, liabilities, damages, costs and expenses arising from:

your breach of these Terms;

unlawful use of the Platform;

User Content you provide;

uploaded materials you do not have the right to use;

infringement of third-party rights;

inaccurate, incomplete or misleading information you provide;

your use or implementation of Generated Documents;

your breach of confidentiality, data protection, privacy or intellectual property obligations; or

use of the Platform by persons accessing it through your Account.

This clause does not apply to the extent prohibited by applicable law.

21. Suspension and termination

21.1 Suspension by us

We may suspend or restrict your access to the Platform if:

you breach these Terms;

payment fails;

we suspect fraud, misuse or unauthorised access;

your use creates legal, security, operational or reputational risk;

required by law or a third-party provider;

your use may harm us, the Platform or other users; or

we reasonably consider suspension necessary.

21.2 Termination by you

You may stop using the Platform at any time. Subscription cancellation, refund and credit expiry rules are governed by applicable payment and subscription terms.

21.3 Termination by us

We may terminate your Account or access to the Platform if you materially breach these Terms, repeatedly breach these Terms, fail to pay applicable fees, misuse the Platform, or if we discontinue the Platform.

21.4 Effect of termination

On termination or expiry of your access:

your right to access the Platform ends;

you may lose access to workflows, Business Profiles and stored documents;

outstanding payment obligations remain payable;

clauses intended to survive termination continue to apply; and

we may retain records as required or permitted by law and our Privacy Policy.

22. Communications and notices

22.1 Platform communications

We may send Platform notices, service updates, account messages, payment notices, legal updates and administrative communications electronically.

22.2 Contact

You may contact us at info@us.entrep.legal.

22.3 Deemed receipt

Electronic notices may be deemed received when sent, unless we receive a delivery failure notification.

23. Changes to these Terms

23.1 Updates

We may update these Terms from time to time. Where changes are material, we may notify users through the Platform, by email or by other reasonable means.

23.2 Continued use

Your continued use of the Platform after updated Terms take effect indicates acceptance of the updated Terms.

23.3 Version control

We may require you to accept the latest Terms before continuing to use certain Platform features, starting a workflow, generating a document or making a purchase.

24. Force majeure

We are not liable for delay or failure to perform obligations caused by events beyond our reasonable control, including internet failures, hosting outages, cyber incidents, third-party provider failures, strikes, labour disputes, power failures, natural disasters, war, terrorism, civil unrest, pandemics, government action, regulatory changes or other events outside our reasonable control.

25. Assignment and transfer

25.1 By you

You may not assign, transfer, subcontract or deal with your rights or obligations under these Terms without our prior written consent.

25.2 By us

We may assign, transfer, subcontract or otherwise deal with our rights and obligations under these Terms in connection with business operations, restructuring, merger, acquisition, asset sale, outsourcing or service provision, provided this does not materially reduce your rights under these Terms.

26. General provisions

26.1 Entire agreement

These Terms, together with any documents expressly referred to in them, constitute the agreement between you and us regarding use of the Platform, except where separate Legal Services terms, payment terms or product-specific terms apply.

26.2 Severability

If any provision of these Terms is found to be invalid, unlawful or unenforceable, the remaining provisions remain in force.

26.3 No waiver

Failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.

26.4 No third-party rights

Except where expressly stated, no person other than you and us has rights to enforce these Terms.

26.5 Headings

Headings are for convenience only and do not affect interpretation.

26.6 Interpretation

Words such as “including”, “includes” and “in particular” are illustrative and do not limit the general meaning of the relevant wording.

27. Governing law and dispute resolution

27.1 Governing law

These 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.

27.2 Arbitration

Subject to the exceptions in clause 27.5, any dispute, controversy or claim arising out of or in connection with these Terms, the Platform, StartWise Drafting, AI-Assisted Features, 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.

27.3 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.

27.4 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.

27.5 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.

27.6 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.

27.7 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.

27.8 Urgent relief

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

28. Contact details

These contact details apply to US Business Profiles, US document workflows and Platform services provided by Entrepreneur Legal® US.

If you have questions about these Terms or the Platform in relation to a US Business Profile or US document workflow, please contact:

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