Terms and Conditions

1. These Terms and Conditions (“Terms”) govern your use of the plumeria.legal website (the “Site”) and your relationship with Plumeria, the fractional general counsel practice of Sean K. Brown, Esq., a solo practitioner licensed in Utah (“Plumeria,” “we,” “us,” or “the Firm”).
2. Browsing the Site, submitting a contact form, booking an introductory call, or exchanging general information with the Firm does NOT create an attorney-client relationship. No attorney-client relationship is formed, and no duty of confidentiality specific to a client attaches, until (a) the Firm has completed a conflicts check, and (b) both parties have signed a written engagement letter identifying the client, scope of representation, and fee terms (the “Engagement Letter”).
3. Do not send confidential or privileged information through the Site’s contact form or during an introductory call. Information shared before an Engagement Letter is signed may not be protected by attorney-client privilege and may, in some circumstances, be usable by the Firm if the Firm later represents an adverse party, subject to Rule 1.18 of the Utah Rules of Professional Conduct governing prospective clients.
4. If any provision of these Terms conflicts with a signed Engagement Letter for a specific matter, the Engagement Letter controls for that matter.

These Terms apply to all services offered through the Site, including without limitation:

• The Legal Operating Review diagnostic engagement.
• The Foundation, Operating GC, Embedded GC, and Portfolio GC monthly retainer tiers.
• The fixed-fee project menu (entity formation, equity incentive plans, SAFE/convertible note rounds, priced seed rounds, commercial contract stacks, employee handbook and IP assignment sets, UCPA / Utah AI Policy Act compliance readiness, restrictive-covenant refreshes, sell-side M&A quarterback support, and "GC for a Day" intensives).
• Any future service, package, or fee arrangement (including any equity-based fee arrangement) added to the Site, which shall be subject to these Terms unless expressly stated otherwise in writing.

Current pricing is published on the Site’s Services & Pricing page and may be updated from time to time. The pricing and scope stated in your signed Engagement Letter controls for your matter, regardless of later changes to published pricing.

5. The Legal Operating Review is offered as a flat fee of $3,500, producing a written legal risk register, contract-stack audit, corporate-hygiene review, a state-of-compliance memo, and a 12-month prioritized legal roadmap, typically within 2–3 weeks of kickoff.
6. This fee is an advance payment for services not yet performed. It is not earned in full upon payment. It will be held in the Firm's client trust account and recognized as earned according to the benchmark schedule stated in your Engagement Letter (for example, upon kickoff, upon delivery of the draft risk register and roadmap, and upon final delivery), consistent with Rule 1.15 of the Utah Rules of Professional Conduct and Utah State Bar Ethics Advisory Opinion 12-02.
7. One hundred percent (100%) of the Legal Operating Review fee is credited against the first three months of any retainer tier commenced within ninety (90) days of the Review's completion.
8. No fee described anywhere on the Site or in these Terms is “nonrefundable.” Any unearned portion of the diagnostic fee will be refunded if the engagement terminates before completion, or if retaining the full fee would be unreasonable under the circumstances.

9. Each retainer tier carries an initial term of ninety (90) days from the Engagement Letter's effective date, followed by month-to-month service subject to thirty (30) days' written notice of termination by either party.
10. Monthly retainer fees are advance payments for the coming month's included hours. They will be held in trust and recognized as earned progressively over the course of the service month, consistent with Rule 1.15(c). Any portion of a monthly fee not earned as of an effective termination date will be refunded on a pro-rata basis.
11. Hours in excess of the included monthly allotment are billed at the applicable overage rate and invoiced monthly in arrears.
12. Where stated for a given tier, unused hours may roll over to the following month up to the published cap; rollover hours expire if unused by the end of the following month.
13. Annual prepayment options, where offered, receive the published discount off the aggregate monthly rate; annual prepayments remain subject to the same trust-accounting and pro-rata refund treatment described above for any unearned balance.

14. Fixed-fee projects (e.g., entity formation, equity plan design, SAFE or priced financing rounds, contract stacks, compliance readiness builds, restrictive-covenant refreshes, and similar discrete engagements) are quoted individually and documented in a project-specific Engagement Letter or statement of work referencing these Terms.
15. Fixed fees are advance payments for a defined scope of work. They are held in trust and earned according to the benchmark schedule (e.g., defined deliverables or milestones) stated in the applicable Engagement Letter, not upon receipt.
16. Sell-side M&A quarterback support, priced Series A financings, and other larger fixed-fee or hourly matters may require a signed hourly-rate fee agreement in lieu of, or in addition to, a fixed fee, as stated in the applicable Engagement Letter.

17. Advance payments (deposits, diagnostic fees, first-month retainers, and fixed-fee project payments) are deposited into the Firm's IOLTA client trust account and transferred to the Firm's operating account only as, and to the extent, earned.
18. If a payment processing or credit card fee is charged to process your payment, that fee will be clearly disclosed to you in advance and will not be deducted from funds held in trust on your behalf in a way that reduces the trust balance below what you are owed.
19. You will receive an invoice or statement reflecting amounts drawn from trust as earned, consistent with the cadence described in your Engagement Letter.

The following are excluded from all retainer tiers and are separately quoted as fixed-fee projects or referred to specialist outside counsel:

• Litigation and court appearances.
• Patent and trademark prosecution.
• Securities matters and complex regulatory proceedings.
• Merger and acquisition transactions (beyond the discrete sell-side quarterback / non-lead role separately quoted).
• Priced financing rounds (beyond the discrete fixed-fee project separately quoted).
• Complex tax and real estate matters.

20. Before any Engagement Letter is issued, the Firm will run a conflicts check based on information you provide about your company, its officers, directors, significant counterparties, and known adverse parties. You agree to provide accurate and complete information for this purpose.
21. The Firm reserves the right to decline any engagement, at any stage prior to a signed Engagement Letter, based on an actual or potential conflict of interest, without obligation to explain the specific nature of the conflict.
22. If a waivable conflict is identified, the Firm will not proceed unless and until it obtains informed written consent from each affected client, consistent with Rule 1.7(b) of the Utah Rules of Professional Conduct.

23. Retainer engagements begin on the effective date stated in the Engagement Letter and continue for the initial term stated in Section 4, then month-to-month subject to thirty (30) days' written notice by either party.
24. The Firm may withdraw from representation at any time consistent with Rule 1.16 of the Utah Rules of Professional Conduct, including for nonpayment after reasonable warning, a conflict arising during the engagement, or other good cause, subject to any court or regulatory approval required.
25. Upon termination, the Firm will (a) refund any unearned trust balance within ten (10) business days, (b) return client property and files upon request, and (c) provide reasonable transition assistance for a period to be agreed in good faith, not to exceed thirty (30) days absent a separate written agreement.

Once an attorney-client relationship is formed under Section 1, the Firm will maintain the confidentiality of client information consistent with Rule 1.6 of the Utah Rules of Professional Conduct. This obligation survives termination of the engagement indefinitely as to information protected by Rule 1.6, subject to the exceptions stated in that Rule.

Work product prepared specifically for you as part of a paid engagement (e.g., contract drafts, the diagnostic risk register and roadmap, formation documents) is yours to use for your business upon full payment of the fees earned in connection with that work product. The Firm retains ownership of its general forms, templates, know-how, and precedent language, and may reuse non-client-specific forms and drafting approaches for other clients.

26. Nothing in these Terms limits, and these Terms shall not be construed to limit, the Firm's liability for legal malpractice or any other liability that cannot lawfully be limited by agreement with a client who has not obtained independent legal advice on the limitation, consistent with Rule 1.8(h) of the Utah Rules of Professional Conduct. Any such limitation would require separate, specific written agreement with independent counsel representation for the client, which these Terms do not provide.
27. Except as restricted by Section 12.1, to the maximum extent permitted by law, the Firm's aggregate liability for claims arising from use of the Site itself (as distinct from a specific legal engagement governed by an Engagement Letter and applicable malpractice standards) shall not exceed the fees paid to the Firm for the specific service giving rise to the claim.
28. Nothing in this Section excludes liability for fraud, willful misconduct, or any liability that cannot be excluded under applicable law or the Utah Rules of Professional Conduct.

Content on the Site (including pricing descriptions, service descriptions, and general commentary) is provided for general informational purposes only and does not constitute legal advice. Legal advice is provided only within the scope of a signed Engagement Letter. Your use of the Site does not create an attorney-client relationship.

Sean K. Brown is licensed to practice law only in the State of Utah. Services described on the Site are provided accordingly. Matters governed by the law of another jurisdiction, or requiring appearance before a tribunal outside Utah, may require engagement of local counsel, and the Firm will disclose any such limitation before undertaking such a matter.

If you dispute any fee, please contact the Firm promptly in writing. The Firm will make good-faith efforts to resolve fee disputes directly and, where applicable, will participate in the Utah State Bar’s fee dispute resolution program before pursuing formal collection or other legal process.

These Terms are governed by the laws of the State of Utah, without regard to conflict-of-laws principles, and remain at all times subject to the Utah Rules of Professional Conduct. Any dispute not resolved informally shall be brought exclusively in the state or federal courts located in Salt Lake County, Utah.

The Firm may update these Terms from time to time by posting a revised version on the Site with a new effective date. Material changes affecting an active engagement will be communicated directly to affected clients and will not apply retroactively to reduce protections already provided in a signed Engagement Letter.

Questions about these Terms may be directed to info@plumeria.legal.