VIRTUAL MEETING POLICY

You and Selene the Lawyer enter into an agreement pursuant to, and in accordance with, these terms and conditions and agree as follows:

1. DEFINITIONS

Unless the context requires otherwise and unless explicitly defined elsewhere in this Agreement, capitalised terms and expressions in this Agreement are defined terms and expressions which shall have the following meaning:

(a) “Agreement” means these terms and conditions together with the contents of the Application Form (upon submission by You);

(b) “Application Form” means the application form provided via https://calendly.com/selenethelawyer/45-minute-zoom-call-with-selene or otherwise to You by Selene the Lawyer to register for the Virtual Meeting;

(d) “Confidential Information” means, in relation to a Party, all information (whether the information is in oral or written form or is recorded in any other medium):

(i) about or pertaining to the business of that Party, its affiliates, or their respective clients, suppliers, or business associates (including, but not limited to, information on products, technology, IT operations, intellectual property rights, know-how, financial information, and personal data), which is disclosed to the other Party, its affiliates, or their respective personnel or contractors (or personnel of a contractor), or which is acquired by or otherwise comes to the knowledge of the other Party in connection with the Virtual Meeting;

(ii) the contents of this Agreement;

(iii) all information identified by a Party as confidential; and

(iv) all other information of which the other Party knows or should reasonably know to be of a confidential nature;

(e) “Parties” means You and Selene the Lawyer;

(f) “Party” means either of the Parties;

(g) “Selene the Lawyer” means Selene the Lawyer LLC; and

(h) “You” or “Your” means any (natural or legal) person who has agreed to, and is therefore bound by, this Agreement.

2. VIRTUAL MEETING

2.1 The assignment for which You have engaged Selene the Lawyer is an online meeting for a maximum duration of 45 minutes during which Selene the Lawyer will provide guidance tailored to Your business and answer Your questions (the “Virtual Meeting”). The Virtual Meeting will take place on Zoom unless the Parties agree otherwise.

2.2 The scope of the Virtual Meeting does not include:

(a) additional (online) meetings, calls, emails, or other forms of communication;

(b) results in relation to or outcomes from the Virtual Meeting; and/or

2.3 You are prohibited from having any other party join, view, listen in on, or in any way participate in the Virtual Meeting.

3. ADDITIONAL SERVICES

3.1 For any additional services, including but not limited to additional (online) meetings, consultations, calls, emails, or other forms of communication, Selene the Lawyer will charge an additional fee, as set out in clause 5 of this Agreement. Selene the Lawyer is not obliged to honour any request for additional services and may require that, for that purpose, a separate written agreement be entered into.

3.2 If, during or after the Virtual Meeting, additional or new services are agreed upon between Selene the Lawyer and You, this Agreement shall apply to such services unless a new written agreement is agreed upon between the Parties.

4. DISCLAIMERS, REPRESENTATIONS, AND WARRANTIES

4.1 Selene the Lawyer does not represent, warrant, or guarantee that the information provided during (any part of) the Virtual Meeting will be free from errors or omissions.

4.2 Selene the Lawyer is not responsible for: (i) the effectiveness of the Virtual Meeting; (ii) any results in relation to or outcomes from the Virtual Meeting; or (iii) any decisions made by You or any other third party based on the Virtual Meeting and/or any results in relation to or outcomes from the Virtual Meeting. Selene the Lawyer does not represent, warrant, or guarantee the effectiveness of the Virtual Meeting or the results in relation to or outcomes from the Virtual Meeting. Selene the Lawyer’s comments about the effectiveness of the Virtual Meeting and/or result(s) and/or outcome(s) are expressions of opinion only.

4.3 You acknowledge that Selene the Lawyer cannot make any such representations, warranties, or guarantees mentioned in this clause 4 and that You cannot hold Selene the Lawyer liable in relation to: (i) errors or omissions; (ii) the effectiveness of the Virtual Meeting; (iii) any results in relation to or outcomes from the Virtual Meeting; or (iv) any decisions made by You or any other third party based on the Virtual Meeting and/or any results in relation to or outcomes from the Virtual Meeting.

5. FEE

5.1 As consideration for the Virtual Meeting, You agree to pay Selene the Lawyer one lump sum payment equal to USD 249 (the “Fee”).

5.2 Unless otherwise agreed, the fees for all other services provided by Selene the Lawyer are calculated on a time-spent basis and by reference to an hourly rate of USD 249.

5.3 If Selene the Lawyer incurs expenses on Your behalf, then these will be separately charged.

5.4 All amounts stated in this Agreement are exclusive of any sales or value-added taxes chargeable. If any sales or value-added taxes are chargeable, You shall pay to Selene the Lawyer, in addition to the Fee, an amount equal to the amount of the applicable taxes.

6. BILLING

6.1 You will pay the Fee as an advance against fees and costs. The Fee must be paid immediately when scheduling a Virtual Meeting at https://calendly.com/selenethelawyer/45-minute-zoom-call-with-selene.

6.2 If You fail to tender full and/or timely payment of the Fee or if the payment of the (full) Fee is cancelled or charged back, the Virtual Meeting will be automatically cancelled.

6.3 Unless otherwise agreed, Selene the Lawyer will invoice You for additional services performed and expenses incurred at the end of a matter, with a payment term of 30 days, starting from the date of the invoice. Selene the Lawyer may request that You make an advance payment or deposit of 100% of the estimated work.

6.4 Any payments under this Agreement are made through Stripe. You carry any applicable transaction costs.

6.5 If You fail to tender full and/or timely payment of any fee owed to Selene the Lawyer under this Agreement within 30 days after the due date, Selene the Lawyer reserves the right to charge a late payment fee equal to 5% of the total amount overdue, to accrue monthly until payment is received. Additionally, Selene the Lawyer may charge any expenses incurred in connection with collecting the fee from You, including legal fees and collection costs.

7. RESCHEDULING & CANCELLATION POLICY

Rescheduling by You

7.1 You may reschedule the Virtual Meeting up to 48 hours before the scheduled start time of the Virtual Meeting using the scheduling system or the method designated by Selene the Lawyer at no additional charge, subject to Selene the Lawyer’s availability.

7.2 You may reschedule the Virtual Meeting only one time.

7.3 You are not permitted to reschedule the Virtual Meeting less than 48 hours before the scheduled start time of the Virtual Meeting. Any attempt to reschedule within this period will be treated as a cancellation by You, and clause 7.8 will apply.

Lateness

7.4 You must join the Virtual Meeting on the scheduled date and at the scheduled start time.

7.5 If You are late to the Virtual Meeting, the Virtual Meeting will still end at the originally scheduled end time.

7.6 If You are more than 10 minutes late, Selene the Lawyer may, at Selene the Lawyer’s sole discretion:

(a) proceed with a shortened Virtual Meeting; or

(b) treat the Virtual Meeting as being cancelled by You in accordance with clause 7.8.

7.7 Selene the Lawyer is under no obligation to wait beyond the 10-minute lateness window.

Cancellations by You & No-Shows

7.8 If You:

(a) cancel the Virtual Meeting;

(b) do not attend the Virtual Meeting; or

for any reason, including, without limitation, personal circumstances, scheduling conflicts, incorrect time zone conversions, outdated calendar entries, or technical issues on Your side, the Virtual Meeting will be forfeited, and You will not be entitled to a refund, any replacement Virtual Meeting, additional Virtual Meeting, or any other form of compensation.

7.9 A forfeited Virtual Meeting does not pause, extend, or otherwise affect the duration of this Agreement and will be treated as having been provided for the purposes of clause 11.1(a).

Rescheduling or Cancellations by Selene the Lawyer

7.10 Selene the Lawyer may cancel or reschedule the Virtual Meeting at any time by notifying You by email as soon as reasonably possible. If Selene the Lawyer cancels the Virtual Meeting, Selene the Lawyer will:

(a) reschedule the Virtual Meeting to another mutually available time; or

(b) if Selene the Lawyer chooses not to reschedule or no mutually suitable time can be found within a reasonable period, refund You the Fee, subject to clause 8.8.

7.11 Selene the Lawyer’s liability in connection with cancelling or rescheduling the Virtual Meeting is limited to rescheduling the Virtual Meeting or, where applicable under clause 7.10(b), refunding the Fee. You are not entitled to any additional compensation, including, without limitation, any travel, accommodation, childcare, or other costs.

8. REFUND POLICY

8.1 You expressly waive and consent to the waiver of any and all rights to any applicable statutory “cooling-off period,” “withdrawal period,” or any other cancellation and/or refund rights under applicable law to the fullest extent permitted, including where services or materials are made available before the expiry of any statutory withdrawal period. Selene the Lawyer is under no obligation to grant You any refund except as expressly stated in this Agreement.

No Refunds for the Virtual Meeting

8.2 Unless explicitly stated otherwise in this Agreement:

(a) all payments are non-refundable;

(b) the Fee is earned upon receipt; and

(c) You are not entitled to a refund for any portion of the Virtual Meeting (even if You have cancelled, missed, or forfeited the Virtual Meeting),

regardless of Your level of participation, preparation, engagement, or results.

Refunds for Cancellation by You

8.3 If You cancel the Virtual Meeting or terminate this Agreement for any reason, You will not be entitled to a refund of the Fee or any part thereof, unless expressly stated otherwise in this Agreement.

Refunds for Cancellation by Selene the Lawyer

8.4 Subject to clause 8.8, if Selene the Lawyer cancels the Virtual Meeting in accordance with clause 7.10 and Selene the Lawyer chooses not to reschedule the Virtual Meeting or no mutually suitable time can be found within a reasonable period, Selene the Lawyer will refund You the Fee in accordance with clause 7.10(b).

Deduction of Transaction Costs

8.5 If Selene the Lawyer grants You a refund, Selene the Lawyer may deduct from the refunded amount:

(a) any applicable transaction, processing, or currency conversion costs charged by banks or payment processors; and

(b) any reasonable administrative or legal costs incurred in connection with issuing the refund.

No Chargebacks

8.6 You agree not to initiate a chargeback or payment dispute with Your bank, credit card provider, or payment processor for any payment made under this Agreement.

8.7 If a chargeback or dispute is initiated by You or on Your behalf, You must reimburse Selene the Lawyer for:

(a) the full amount charged back;

(b) any bank or payment processor fees; and

No Refund in Case of a Breach

8.8 Notwithstanding anything to the contrary in this Agreement, You are not entitled to any refund if You have breached any of Your payment or other obligations under this Agreement.

9. LIMITATION OF LIABILITY

9.1 Without prejudice to clause 9.4, Selene the Lawyer’s aggregate liability is limited to direct damages and the Fee, excluding sales taxes, value-added taxes, and any other taxes, actually paid by You to Selene the Lawyer and actually received by Selene the Lawyer under this Agreement.

9.2 Without prejudice to clause 9.4, Selene the Lawyer is not liable for indirect damages or loss, including, but not limited to, consequential, incidental, special, or exemplary damages, or any loss of revenue, profits, savings, business opportunities, use, data, goodwill, or any loss due to business interruption.

9.3 You waive any right or remedy in equity, including, but not limited to, the right to seek specific injunctive, performance, or other equitable relief, in connection with the Virtual Meeting or this Agreement.

9.4 Nothing in this clause 9 shall operate to limit liabilities in the event of fraud, wilful misconduct, gross negligence, or any other liabilities that cannot be limited under applicable law.

10. INDEMNITY

You indemnify and hold harmless Selene the Lawyer against all claims from third parties – including, but not limited to, shareholders, directors, supervisory directors, and staff of Selene the Lawyer, as well as affiliated legal entities and companies, and other parties involved in the organisation of Selene the Lawyer – that arise from or are related to the Virtual Meeting and/or the execution of this Agreement. You also indemnify Selene the Lawyer against claims from third parties in which Selene the Lawyer is regarded as Your co-perpetrator.

11. TERM & TERMINATION

11.1 This Agreement is effective as of the Commencement Date and continues until either:

(a) the Virtual Meeting is completed and any payments due under this Agreement have been paid to the relevant Party in full; or

(b) You or Selene the Lawyer terminate(s) this Agreement in accordance with this clause 11.

11.2 If You later retain Selene the Lawyer to perform further or additional services, this Agreement will be revived unless a new written agreement is agreed upon between the Parties.

11.3 Either Party shall be entitled to terminate this Agreement by email to the other Party at any time, with or without reason, with immediate effect and thus without observing a notice period, and without any liability or compensation being due.

11.4 If this Agreement is terminated, which termination can only occur on the basis of and in accordance with the relevant provisions of this Agreement, then:

(a) all rights and obligations of the Parties under this Agreement shall end and become ineffective, except for:

(i) the rights and obligations accrued before that date;

(ii) any rights and (payment) obligations of or pursuant to clauses 5 (Fee), 6 (Billing), and 8 (Refund Policy) if and to the extent any payments are still outstanding, provided that You are not due and Selene the Lawyer does not owe You any refunds or other payments if Selene the Lawyer terminates this Agreement due to a violation or breach of clause 12 (Non-disparagement and prohibited use), 13 (Confidentiality) and/or 14 (Intellectual property rights); and

(iii) any rights and obligations of or pursuant to clauses 12 through 24, which will remain in full force and effect after termination of this Agreement;

(b) such termination shall be without prejudice to any rights a Party may have vis à vis the other Party in connection with a breach of any provision of or obligation under this Agreement occurring prior to their termination; and

12. NON-DISPARAGEMENT AND PROHIBITED USE

12.1 You agree not to disparage Selene the Lawyer’s brand, products, services, or persons working for or employed by Selene the Lawyer.

12.2 You agree that You will not make any unsubstantiated claims that will ruin the business reputation of Selene the Lawyer.

12.3 You shall not use any information or materials in relation to the Virtual Meeting, Selene the Lawyer, and/or this Agreement in any way that:

(a) is illegal, infringes or violates the rights of anyone;

(b) is offensive, obscene, defamatory, abusive, profane, hateful, vulgar, obscene, libellous, pornographic, political, threatening, derogatory, upsetting, insulting, misleading, discriminatory, sexist, racist, or harmful to anyone in any way;

(d) encourages or advocates conduct that constitutes a criminal offence, giving rise to (civil) liability, or otherwise violates any law;

(e) is likely to cause confusion among third parties;

(f) portrays or insinuates any endorsement or sponsorship of a Party or its products or services by the other Party or in any other way portrays or insinuates that a Party supplies or approves of the other Party or its products or services; or

(g) portrays or insinuates any special relationship between the Parties.

13. CONFIDENTIALITY

13.1 You shall use Confidential Information solely for the purposes of the Virtual Meeting and shall not copy, reproduce, sell, assign, license, market, transfer, or otherwise dispose of, give, or disclose Confidential Information for other purposes without the prior consent of Selene the Lawyer, given by email.

13.2 You acknowledge that the Confidential Information of Selene the Lawyer, its affiliates, and third parties is strategic, commercially sensitive, and valuable, and that the improper disclosure or use thereof will cause serious damage and loss to Selene the Lawyer.

13.3 The restrictions in this clause 13 shall not apply if and to the extent the information is or becomes available to the general public other than by disclosure by You in violation of this Agreement.

13.4 You shall have no obligation with respect to Confidential Information to the extent, but only to the extent, that such information is required or requested to be disclosed by applicable laws, provided that You, to the extent practicable and permitted, promptly notify Selene the Lawyer of such request or requirement.

13.5 For the purposes of this clause 13, disclosures relating to Confidential Information that are specific shall not be deemed to be within the foregoing exceptions merely because they are embraced by more general disclosures in the public domain, in Your possession, or received from a third party. In addition, any combination of features shall not be deemed to be within the exceptions merely because the individual features are in the public domain, in Your possession, or received from a third party unless the combination itself and its principle of operation are in the public domain, in Your possession or received from a third party.

13.6 You shall notify Selene the Lawyer as soon as reasonably practicable of any unauthorized use, or attempted use, of Selene the Lawyer’s Confidential Information, and provide all information necessary to assist Selene the Lawyer in any investigation it considers necessary, including for the purposes of mitigating damages, any claim, or the prevention of a recurrence. Additionally, You undertake Your best efforts to prevent a recurrence to the extent this is within Your control.

14. INTELLECTUAL PROPERTY RIGHTS

14.1 This Agreement does not give You any ownership rights, intellectual property rights, license or interest in any information or materials provided to You by or on behalf of Selene the Lawyer, including, but not limited to, electronic files, data, websites, training, testing, and examination materials, as well as other materials such as analyses, designs, reports, and documentation, including, but not limited to, preparatory materials for these materials, or any other intellectual property or know-how.

14.2 Any intellectual property rights remain exclusively vested in Selene the Lawyer, its licensors, or its suppliers. Selene the Lawyer shall not be obliged to assign or license to You any intellectual property rights pursuant to this Agreement. You shall not acquire or claim any right to, title to, or interest in or to such intellectual property rights by reason of this Agreement, and nothing in this Agreement shall be construed as constituting such right, title, or interest. You shall not at any time do anything to impair the rights of Selene the Lawyer to its intellectual property rights.

14.3 You provide Selene the Lawyer with a non-revocable, royalty-free, non-exclusive license to use Your figurative mark, logo, personal name, and business name and any materials, content and information created and/or provided by You in relation to the Virtual Meeting and/or Selene the Lawyer in any public communication and any communication purposes with third parties, including, but not limited to, for the purpose of marketing, advertising, and promotion.

15. DATA PROTECTION

Selene the Lawyer only uses Your personal data for the purposes set out in this Agreement. Selene the Lawyer shall ensure it complies with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data. For more information on how Your personal data is collected, used, and stored by Selene the Lawyer, please refer to Selene the Lawyer’s privacy policy, which You can find here: https://selenethelawyer.com/privacy-cookie-policy.

16. COMMUNICATION

16.1 Any notice, request, consent, claim, demand, or other communication between the Parties in connection with the Virtual Meeting or this Agreement must be sent by email in English to the following email addresses set out for each of the Parties below:

(a) to Selene the Lawyer:

Name: Selene the Lawyer

Attention: Selene Snippe

Email: info@selenethelawyer.com

(b) to You: the contact information provided by You in the Application Form,

or such other address as a Party may notify to the other Party.

16.2 Unless another means of communication is explicitly provided for in this Agreement, You shall not use any other means of communication, such as text messages, direct messages on social media platforms, (registered) postal mail, or phone calls, to communicate with Selene the Lawyer unless Selene the Lawyer has explicitly agreed to such other means of communication.

16.3 This Agreement may expressly state that certain communications may be conducted through other specified means of communication. Such specified means of communication shall only be used for the purposes designated by this Agreement.

16.4 Selene the Lawyer shall endeavour to respond to emails within 72 hours on Business Days, which is a target and not a guaranteed service level. Selene the Lawyer shall not be liable for failure to respond to emails within the aforementioned timeframe or the consequences arising therefrom, and any such failure shall not constitute a breach of this Agreement.

17. ELECTRONIC SIGNATURE

This Agreement constitutes an electronic contract between You and Selene the Lawyer with the full force and effect of a handwritten signature. The Parties enter into this Agreement by submission of the Application Form by You by way of clicking on the “Schedule Event” button on the Application Form.

18. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties relating to the Virtual Meeting and supersedes any earlier agreements between the Parties with respect to the subject matter hereof, whether in writing (which includes email) or oral.

19. AMENDMENTS & MODIFICATIONS

This Agreement may be changed, modified, or amended by Selene the Lawyer at any time and at Selene the Lawyer’s sole discretion by sending notice of such modification to You by email, effective as of the date of the email. Your participation in a Virtual Meeting following the effective date of such change will constitute Your acceptance of such changes, modifications, and/or amendments. If any such changes, modifications, and/or amendments are unacceptable to You, Your only recourse is to terminate this Agreement in accordance with clause 11.3.

20. ASSIGNMENT

You may not assign or transfer the Virtual Meeting or any of Your rights or obligations under this Agreement unless agreed between the Parties by written agreement or email.

21. ENFORCEABILITY

The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. Any such invalid or unenforceable provision shall be replaced or deemed to be replaced with a provision that is valid and enforceable and reflects as closely as possible the intent of the invalid or unenforceable provision.

22. NO WAIVER

No failure or delay by Selene the Lawyer in exercising any right or remedy under or in connection with this Agreement shall impair any right or remedy or operate or be construed as a waiver of any right or remedy.

23. CHOICE OF LAW

This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be governed by the laws of the State of Ohio.

24. DISPUTE RESOLUTION & ARBITRATION

24.1 Without prejudice to clause 24.2, all disputes arising out of or in connection with this Agreement or the Virtual Meeting, or further agreements resulting therefrom, shall be settled in accordance with the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with the said Rules. The place of arbitration shall be Cleveland, Ohio. The proceedings shall be conducted in the English language. No award or procedural order made in the arbitration shall be published.

24.2 If:

(a) You are registered in the United States of America; or

(b) a dispute is not subject to arbitration under clause 24.1 for whatever reason,

that dispute shall be settled in the competent courts located in Cleveland, Ohio, and both Parties irrevocably consent to the exclusive jurisdiction and location of the competent courts in Cleveland, Ohio, for the adjudication of all non-arbitral claims.