Terms of Representation

Dear Client,

Thank you for hiring Rational Unicorn Legal Services PC for your legal needs. You’ve probably learned by now that we are not your typical law firm and we are happy about that. It is our goal to not only work hard and provide excellent results, but also to maintain effective, open communication with our clients. If at any time during your representation you have questions, please don’t hesitate to ask.

The majority of our services are flat-fee and project based. This keeps costs down for you, our client, while avoiding any hidden or surprise fees. If and when a service is needed that is billed hourly, you will know the exact hourly rate and receive an estimate of how many hours total the work may require.

This letter, upon acceptance with the terms set forth below, serves as your agreement to be represented by our firm.

Terms of Representation

Thank you for choosing Rational Unicorn Legal Services. We do things quite differently here, and it’s intentional. 

Project Commencement

We are a pay-as-you-go law firm. Every potential and current client receives project quotes for recommended projects. After a client chooses and communicates which project(s) they’d like to move forward with, we send an invoice for each project you accept.

Attorneys start working on projects only after clients 1. Pay the corresponding “advance project funding” invoices(s) in full; 2. Send over all related project documents, and 3. Complete all required project questionnaires.

Assigned Attorney

We have an amazing team of attorneys who are kind and hardworking, but sometimes they may be at capacity. While we try to assign your project to the attorney you consulted with, we cannot promise that the attorney you want to work with or who did your initial consultation is available at the time your project needs to be completed, or that the attorney who completes one of your projects will be the same attorney that completes all of your projects (now or in the future).

Confidentiality

Every attorney and law firm has a duty of confidentiality to their potential and current clients, meaning that all matters we discuss with you are held in confidence. Potential and current clients must also maintain and protect this confidentiality. If you disclose confidential information to people outside your legal team, the confidentiality protection may be considered waived. Please talk with us if you have questions about this.

Funds Paid in Advance (more information)

To begin work on your project(s), you must first pay the corresponding “advance project funding invoice(s).” The total invoice fees are fixed and constitute complete payment for the performance of services. Meaning, the total does not depend on the amount of work performed, and will not increase, unless we agree in advance in writing. Client acknowledges that this fee is negotiated and is not set by law. RPC 1.5(C)(3).

For California residents only: if a project total is $1,000 or more, the client may request in writing to deposit the amount into the firm’s trust account (as money to be earned) instead of the firm’s operating account (as an advanced payment). If you do not make this request, we will presume that you agreed to deposit the project payment directly into the firm’s operating account, like clients in other states. Your agreement to these terms of representation including this California-specific rule is your consent for funds to be deposited directly to the firm’s operating account.

Personal Guaranty

Sometimes we represent people, and sometimes we represent businesses. If a business is the client but does not pay for services, and you are affiliated with the business – as the owner, investor, or simply the initiator of services with our firm – you are personally responsible to pay any fees owed by the business. 

Expenses

In addition to specific fee-based or hourly billed services, clients may be responsible for additional costs or expenses. For example, some projects may require the payment of government filing fees. Some projects may require payment for expenses such as copying, printing, notary services, certified mailings, shipping, or serving process. We will do our best to inform you of these fees during our quote process by breaking down your project total into legal costs and other expenses. Because of our pay-as-you-go model, and because we do not control the costs of these expenses, there may be occasions when we underestimate these expenses. For example, if we discover that the government has raised or lowered filing fees by $50 while we’re working on a project, we would give you a $50 credit or require you to pay an additional $50 to cover this government expense.

Payment Methods

Payments may be made via debit or credit card, or e-check.

It is easy to make a payment online within our MyCase invoicing system. Your payments will be applied directly to your invoice and updated in your internal client account, and the firm will get an email alert informing us that the payment was made. All projects incur a 3% administrative fee. For example, if the total is $500, then the total with the fee will be $515.

We do not prefer written and physically mailed checks. If this is your payment method, please ask us for the mailing address.

Electronic Payments Earned on Receipt

Payments may be deposited into the firm’s trust account if the project permits. However, electronic payments are considered earned upon reciept and automatically deposited into the firm’s operating account.

Client’s Responsibilities

In order to effectively represent you, we need your cooperation and assistance. You agree to fully cooperate with us and to promptly provide all information known or available to you that is relevant to your representation. You agree to exercise your best efforts to be available to discuss issues as they arise, comment on and approve draft documents prepared for you, and attend and participate in meetings, review sessions, and other activities. We ask you to promptly reply to your attorney and to the firm team so we can keep your project moving forward. This includes responding to project quote emails, providing any requested information or input that is needed to move your project forward, and scheduling a real-time editing session with your attorney in a timely fashion.

For example, please notify us of any business changes that may affect your current or ongoing legal projects. Additionally, please be sure to notify us if your contact information changes, or if there are any extended periods of time when you will be unavailable.

Documents created by the firm such as contracts include a 60-minute real-time editing session within 30 days of receiving the drafted document. Any work completed outside this timeline and outside the scope of the project quote may be billed at our current hourly rate.

If we attempt to contact you and do not receive any response from you within 90 days, you are deemed to have withdrawn from representation and we will consider your matter closed. If circumstances outside your control prevent you from communicating with us, the firm may, in its sole discretion, determine whether to reopen your legal project. 

Meeting Cancellations

Project Review and Follow-up Meetings: If you can’t make the meeting, please cancel at least 24 hours prior to the meeting as a courtesy to the lawyer and to enable other clients to schedule into that spot.

Paid Counsel and Advice: If you can’t make the meeting, please cancel at least 24 hours prior to the meeting as a courtesy to the lawyer and to enable other clients to schedule into that spot.

No-Show for Scheduled Meetings

A no-show means a participant does not enter the meeting within 10 minutes after the start of the meeting.

Project Review and Follow-up Meetings: Most projects include a one hour review session with your attorney within 30 days of receiving the document. We encourage you to schedule your review meeting promptly after receiving your draft. If you do not schedule within the 30 day timeframe, or do not show up to a scheduled project review meeting, you may be billed for the additional time to review. 

Paid Counsel and Advice: If you have scheduled and paid for a meeting with an attorney to receive legal counsel and advice, and do not show up to the scheduled meeting, it will result in $150 charge, and the ability to reschedule with the attorney for a 30 minute meeting at the attorney's discretion.

Exception for Extraordinary Circumstances: If you are experiencing extraordinary circumstances, and are unable to attend your meeting, please let us know, even if it's within the 24 hour cancellation window. Rational Unicorn reserves the right to waive this policy, at our discretion, and will work with you to reschedule your meeting!

Electronic and Paper Files

Our goal is to be a paperless office, and we maintain electronic client files, notes, calendar items, project documents, and database information. We can create a paper copy of your file upon request, but we do not maintain paper files for our clients. If you need your client file delivered to you, we will provide it to you in electronic form. If you require a paper file, you may incur printing and mailing costs. If any balances are due when records are requested, we reserve the right to place an attorney lien on your file until the balance is paid in full. 

As licensed attorneys, we have a duty to retain client files and records. While we do our best to retain all items, there are times when items may be difficult or impossible to find in our digital world. We also may have one version of a document that was drafted and not a subsequently updated version. As a result, regardless of our record keeping practices, we encourage all clients to retain their own copies of all essential and important documents.

Termination of Representation and Post-Representation Matters

Either party may terminate the representation at any time, subject to our obligations under the Rules of Professional Conduct. Unless previously terminated, our representation will terminate upon completion of the legal services subject to this agreement.

You understand that we have no continuing obligation to represent you after this project is complete, and no obligation to provide additional legal services. Each project has a beginning and completion. If the scope or duration of the project changes, or a new project is initiated,  the firm will open a new project, create a new invoice, and require payment.

You understand that contracts drafted by our firm are intended to be cohesive and legally enforceable. We encourage clients to use their contracts as business templates and update terms like client names, numbers, and project scope attachments. However, we do NOT encourage “DIY legal editing” in the form of deletions, revisions, or add-ons. If you change the material provisions of the contract, we are not responsible for any damages that may occur based on these edits.

Projects for Commercial Cannabis Businesses and Psilocybin Businesses and Ancillary Services

We offer business services to licensed commercial cannabis and psilocybin entities and ancillary businesses. Under federal law, cannabis and psilocybin remain Schedule I prohibited substances and are still federally illegal and subject to federal prosecution. Exporting cannabis out of your legal state is a violation of federal law. Psilocybin has only recently become legal in Oregon. Approval at the state level based on the passage of ballot measure 109 are still being assessed, developed, and communicated to service professionals and the public.

Requests for Refunds 

Requests for refunds will be considered if fewer than 30 days has passed since payment was made AND if the project is not substantially complete. A partial refund may be issued at the firm’s sole discretion, and any refund will be proportionate to the amount of work completed on the project. 

In determining whether a refund request will be granted, some of the factors we will consider are the amount of time lapsed, reasons for delay, preparation that has gone into working on the project, and the amount of work completed. 

No refunds will be issued if a client changes their mind or decides not to use their completed project (ie. new business filing, contract review, contract drafting).

No refunds will be issued when a client fails to respond to an optional component of their project (ie. a contract is delivered to a client and the client does not respond or schedule an editing session within 30 days but requests a refund).

If you are a California client with a project totaling $1000 or more, you have the right to request a refund of any amount of the fee that has not been earned in the event the representation is terminated or the services for which the flat fee has been paid are not completed. 

We cannot guarantee any outcomes that the projects we have completed will have on your business or life. Similarly,  we cannot and will not issue any refunds related to: 1.  the actions or lack of actions of opposing parties; 2. whether or not a contract reviewed or drafted gets signed, executed, or followed; 3. whether  a drafted legal demand letter leads to the party receiving it to comply with the demands; 4. Whether a settlement agreement leads to the parties following it; 5. And/or any other potential outcomes. 

If your application or filing is rejected by the government, we cannot offer a refund. For example, no refund will be issued if the Secretary of State does not approve a business filing, or if a Trademark application is not registered by the Patent and Trademark Office, or if a nonprofit federal exemption application is denied by the IRS.

Oregon State Bar Fee Dispute Arbitration Requirement

If a dispute arises between you and Rational Unicorn Legal Services PC regarding fees, the parties agree to resolve the dispute through the Oregon State Bar’s Fee Dispute Program. This is required because we are headquartered in Portland, Oregon.

No Tax Advice

No advice is given regarding tax consequences, and this firm specifically is not providing tax advice, although questions relating to tax matters may arise during the course of your project. You agree to seek tax advice elsewhere, and to hold this firm harmless from any tax effects.

No Advice Regarding this Fee Agreement

We are not acting as your counsel with respect to these Terms of Representation. If you wish to be advised on whether you should agree to these Terms, we recommend you consult with independent counsel of your choice.

Thank you for doing business with Rational Unicorn Legal Services PC. When you deposit funds for your invoiced projects, this representation agreement will become effective.

Respectfully yours,

Rational Unicorn Legal Services PC Team