RETAIN FINANCE SUBSCRIPTION AGREEMENT
This Retain Finance Subscription Agreement (“Agreement”) is entered into by and between Retain Finance, LLC, a California Limited Liability Company (“Company”) and an attorney licensed by the State Bar of the state he/she practices in/a law firm whose attorneys are licensed by the State Bar of its state of operation (“Attorney”), with respect to the following:
WHEREAS, some of Attorney’s Clients may require financing in order to pay for Attorney’s legal services and costs;
WHEREAS, Company works with a licensed consumer finance broker who can provide Clients access to consumer financing companies which can finance Attorney’s legal services through personal unsecured loans provided that Clients qualify;
WHEREAS, Attorney is willing to enter into a continuous subscription agreement with Company in order to provide Attorney’s Clients with access to financing for Attorney’s legal services;
NOW, THEREFORE, in consideration of the foregoing, the parties hereto agree as follows:
Monthly Subscription Fee. Attorney will provide Company with a credit/debit card or bank routing and account number of Attorney’s checking account (“Designated Account”) so that a monthly subscription fee of $199.00 can be charged to Attorney (the “Monthly Subscription Fee”). Payment may also be made for a flat annual rate of $2149, in which case the Monthly Subscription Fee would not be charged. The Monthly Subscription Fee will be deducted from the Designated Account by Company on an ongoing monthly basis until Attorney requests to cancel service with Company in writing. Upon written cancellation request, Company will deactivate Attorney’s Landing Page and process a pro-rated refund for any future days already paid for during the month of cancellation. Company will provide Attorney with a custom financing landing page for Attorney’s website (the “Landing Page”) which Attorney’s clients can use to apply for financing of Attorney’s legal fees. The Landing Page will remain on Attorney’s website as long as this Agreement is in effect, including for any Renewal Terms. The Monthly Subscription Fee will be charged each month during the Term to either Attorney’s credit card or bank information until Company receives a written email notifying Company of non-renewal of the Term. The first Monthly Subscription Fee will be charged on the same day that this Agreement is fully executed.
Landing Page and Application for Unsecured Personal Loan. The Landing Page will direct Attorney’s Clients to Acorn Finance, a finance broker with the required licenses in Alabama, California, Colorado, Delaware, Florida, Georgia, Hawaii, Idaho, Illinois, Iowa, Indiana, Kansas, Kentucky, Louisiana, Michigan, Minnesota, Mississippi, Missouri, Montana, New Mexico, New York, South Carolina, South Dakota, Texas, Utah, Virginia, Washington, Wisconsin and Wyoming (“Acorn”), which will provide personal unsecured financing applications (“Applications”) to Attorney’s Clients and will then direct the completed and signed Applications to reputable nationwide consumer finance lenders licensed in the state in which the Client resides which offer unsecured personal loans (collectively, “Loan”) to qualified applicants. The amount of the Loan for which the Client applies is determined entirely by the Client and may exceed the amount of legal fees and costs required by Attorney as a Retainer or as legal fees and costs earned by Attorney after the Retainer is paid. Clients may apply on the Landing Page for an additional Loan for legal fees and costs at any time. Clients may re-apply for a Loan on the Landing Page if their Application is denied.
Loan Approval. Loan Approval is not guaranteed for any of Attorney’s Clients. Loan Approval is dependent entirely on the criteria established by the Consumer Finance Lenders working with Acorn. Acorn and Company have no involvement in the approval of any Application for a Loan. Approval of one Loan Application does not ensure approval of any subsequent Loan Applications by the same Client.
No Liability for Loan Denial. Neither Company nor Acorn shall be liable to Attorney and/or Attorney’s Clients as the direct or indirect result of the denial of any Application for any Loan by any of the consumer finance lenders that will be evaluating the Applications.
Merchant Fee. Attorney will be charged a 3.49% fee for each Loan that is approved and funded through the Client’s use of the Landing Page (the “Merchant Fee”). In the event that the amount of the Loan is greater than the amount paid to Attorney for Attorney’s legal fees and costs, Company will adjust the Merchant Fee to the amount of the legal fees and costs paid to Attorney. Once a month, Company will issue an electronic invoice for the amount of the Merchant Fee for each funded Loan. Attorney must notify Company within 10 days of receiving the invoice if the amount of the Loan differs from the amount of the legal fees and costs paid to Attorney. Company reserves the right to request documentation from Attorney that will establish the amount of the legal fees and costs that were paid to Attorney from the Loan proceeds. On the eleventh day after the invoice is emailed to Attorney, the Merchant Fee for each funded Loan on the invoice will be charged to Attorney’s credit card or bank information.
Successors and Assigns. Each and all of the covenants, terms, conditions and agreements herein contained shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto.
Section Headings. The section headings used in this Agreement are inserted for convenience and identification only and are not to be used in any manner to interpret this Agreement.
Severability. Each and every provision of this Agreement is severable and independent of any other term or provision of this Agreement. If a Court of competent jurisdiction hereof holds any term or provision void or invalid for any reason, such invalidity shall not affect the remainder of this Agreement.
Governing Law, Jurisdiction and Venue. This Agreement shall be governed by the laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of California. If any court action is necessary to enforce the terms and conditions of this Agreement, the parties hereby agree that the Superior Court of California, County of Orange, shall be the sole jurisdiction and venue for the bringing of such action.
Attorneys’ Fees and Costs. If any legal action (including, without limitation, arbitration) is instituted to enforce the terms and conditions of this Agreement, the prevailing party shall be entitled to its’ costs and reasonable attorneys’ fees.
Disputes. The parties agree to cooperate and meet in order to resolve any disputes or controversies arising under this Agreement. Should they be unable to do so, they either may elect arbitration at JAMS or other mutually agreeable ADR provider and both parties are obligated to proceed thereunder. Arbitration shall proceed in Orange County and the parties agree to be bound by the arbitrator’s award, which may be filed in the Superior Court of California , County of Orange. The parties consent to the jurisdiction of the California Courts for enforcement of this determination by arbitration. The prevailing party shall be entitled to reimbursement for their attorneys’ fees and all costs associated with arbitration. In any arbitration proceeding conducted pursuant to the provisions of this Section, both parties shall have the right to conduct discovery, to call witnesses and to cross-examine the opposing party’s witnesses, either through legal counsel, expert witnesses or both, and the provisions of the California Code of Civil Procedure (Right to Discovery; Procedure and Enforcement) are hereby incorporated into this Agreement by this reference and made a part hereof.
Disclaimer Company is a third party provider of lending services to law firms for use by their clients throughout the United States of America. Company is not a provider of legal services of any kind. Company does not provide professional or financial advice of any kind. Company is not a fiduciary to Attorney or any other person who uses Company’s or Attorney’s services. Company, in-providing access to third party financing to Attorney for the use of Attorney’s clients, does not claim to provide legal advice to Attorney. Attorney is expected to be familiar with the rules of professional conduct of the state(s) that Attorney is licensed in. Attorney who uses Company’s services assumes the sole responsibility for evaluating the merits and risks (if any) of any such information provided by Company. Any attorney who chooses to offer any financial product Company offers through their third-party provider(s) should conduct their own due diligence and research the laws of the state the attorney is licensed in. Company disclaims any liability of any kind from information provided on Company’s website which is designed to be general in nature. Any person deciding to use Company’s services agrees to hold Company harmless from any action or claim as to the violation of any laws in Attorney’s state of licensing.
Amendment. This Agreement may be amended or modified only be a writing signed by each of the parties hereto.
Assignability. This Agreement is not assignable by either party without the express written consent of all parties.
Entire Agreement. This Agreement contains the entire understanding of the parties hereto and supersedes any and all prior or contemporaneous oral or written agreements, understandings and negotiations between the parties respecting the subject matter contained herein.
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