ACCEPTANCE OF TERMS
These Terms of Representation govern all legal and business consulting services provided by SSK ESQ LLC, having the Assumed Business Name of As Your Counsel (the "Firm," "we," "us," or "our"). By (1) making payment for services, (2) creating an account on our client portal, or (3) executing an engagement letter or completing an invoice payment, you ("Client" or "you") accept and agree to be bound by these terms.
1. SCOPE OF SERVICES
1.1 Project-Based Representation
Unless otherwise agreed in writing, our representation is limited to the specific legal matter(s) or project(s) for which you have retained us. We have no continuing obligation to represent you beyond the agreed scope unless a new engagement is established.
1.2 Beginning and End of Representation
Each project has a defined beginning and end. Our representation terminates upon completion of the agreed services unless previously terminated by either party. If the scope, duration, or nature of a project changes, or if you require additional services, a new project must be opened with a new invoice and payment.
1.3 Multiple Matters
If you retain us for multiple matters, each matter constitutes a separate engagement governed by these terms unless otherwise specified in writing.
1.4 Who is the Client
When we are retained by a business entity, our client is the entity, not its owners, members, managers, officers, directors, or employees individually. We do not represent those individuals unless we agree to do so in a separate writing.
1.5 Joint Representation
If we represent two or more clients in the same matter, we represent all of you jointly. Information one of you shares with us relating to the matter may be shared with the others, and there are no separate confidences between joint clients. If a conflict develops that we cannot resolve, we may have to withdraw from representing all of you. Each of you may seek independent counsel at any time.
2. FEES AND PAYMENT
2.1 Fee Structure
Fees may be structured as fixed fees, hourly rates, or hybrid arrangements as specified in your invoice or engagement letter. All fees are negotiated and are not set by law.
2.2 Advance Payment Required
You must pay the advance deposit invoice before we begin work on your project. Payment or portal click-to-sign pursuant to RPC 1.0 (q) constitutes acceptance of these Terms of Representation.
2.3 Prepaid Fees
When you make an electronic payment (credit card, ACH, Square, Stripe, PayPal, etc.) for legal services, this constitutes a prepaid fee under Oregon RPC 1.5(c)(4). Prepaid fees are deposited directly into our operating account, not our trust account. Important Disclosures Required by Oregon RPC 1.5(c)(4):
Nature and Scope: This prepaid fee arrangement covers the specific legal services described in your invoice or engagement letter. The scope of services is limited to the project(s) for which you have retained us.
Fee Amount and Payment Terms: The total amount of the prepaid fee and payment terms are specified in your invoice or engagement letter.
Not Held in Trust Account: The prepaid fee will NOT be deposited into a lawyer trust account. It will be deposited directly into our operating account upon receipt.
Right to Terminate: You may terminate our services at any time for any reason or no reason.
Potential Refund: You may be entitled to a refund of all or part of the prepaid fee if the services for which the fee was paid are not completed. See Section 8 (Refunds) below for how any refund would be calculated.
By making payment, you acknowledge that you have read and understand this prepaid fee arrangement and agree to its terms pursuant to a written agreement (this Terms of Representation document and your invoice/engagement letter).
2.4 Trust Account Deposits
In limited circumstances where advance deposits can be placed in our trust account (typically for certain litigation matters or extended engagements), we will notify you in writing. Such deposits are governed by Oregon RPC 1.15 and will be billed against as work is performed. Advance deposits held in trust are subject to Oregon RPC 1.15-1(c) and will be withdrawn only as fees are earned or expenses incurred, unless structured as a prepaid fee under RPC 1.5(c)(4).
2.5 Personal Guaranty
If our client is a business entity (LLC, corporation, partnership, etc.) and you are affiliated with that entity as a member, manager, officer, director, owner, investor, or the person who initiated services, you personally guarantee payment of all fees and expenses owed by the business entity. You will be held personally responsible if the business fails to pay. We are not acting as your counsel in connection with this guaranty, and you may wish to consult independent counsel.
2.6 Late Payment Charge
Invoices are due on receipt unless the invoice states otherwise. Any balance remaining unpaid 30 days after the invoice date accrues a late payment charge of 1.5% per month (18% per year) on the unpaid balance, beginning on the 31st day and continuing until paid in full. This is a contractual rate agreed under ORS 82.010 and applies in place of the 9% statutory rate. We will not apply this charge to any amount you dispute in writing while the dispute is pending, or to any amount payable by a legal insurance plan or third-party administrator rather than by you.
3. EXPENSES AND ADDITIONAL COSTS
3.1 Expenses Beyond Legal Fees
In addition to legal fees, you may incur additional expenses, including but not limited to:
Government filing fees (incorporation, trademark, court filings, etc.)
Certified mail and shipping costs
Notary fees
Third-party services (process servers, investigators, expert witnesses)
Special printing, copying, or document production
Recording fees
Background checks or public records searches
3.2 Billing of Expenses
Expenses may be included in your initial invoice, billed separately, or added near project completion. We will obtain your approval for expenses exceeding $250 unless otherwise agreed.
3.3 Reimbursement
You agree to reimburse the Firm for all reasonable out-of-pocket expenses incurred in connection with your representation.
4. CONFIDENTIALITY
4.1 Attorney-Client Confidentiality
We have a professional and ethical duty to maintain the confidentiality of all information relating to your representation under Oregon RPC 1.6. All matters discussed with us as a client are held in strict confidence except as authorized by you or required by law.
4.2 Your Obligation to Maintain Confidentiality
You must also maintain confidentiality. If you wish for our communications to remain confidential and protected by attorney-client privilege, do not disclose our discussions to third parties (except as legally necessary or with our prior consent).
4.3 Exceptions to Confidentiality
We may reveal confidential information only when:
You provide informed consent
Required by law or court order
Necessary to prevent reasonably certain death or substantial bodily harm (Oregon RPC 1.6(b)(1))
Necessary to prevent or mitigate substantial injury to financial interests or property when you have used or are using our services to further a crime or fraud (Oregon RPC 1.6(b)(1))
Necessary to establish or collect our fee, or to defend ourselves against allegations of wrongful conduct
4.4 Third-Party Administrator Disclosure (Legal Insurance Clients)
If you are receiving services through a legal insurance benefit plan, you authorize us to share limited information with your Third-Party Administrator (TPA), including:
Confirmation of eligibility and benefit usage
General description of services provided
Case status updates
Information necessary to process benefit claims or resolve billing
This authorization is subject to Oregon RPC 1.6, and we will not disclose confidential information except as authorized by you or required by ethical rules. Plan coverage limits do not define the scope of services, and you agree to any uncovered fees.
5. CLIENT RESPONSIBILITIES AND COOPERATION
5.1 Duty to Cooperate
To effectively represent you, we need your full cooperation and assistance. You agree to:
Promptly provide all information, documents, and materials relevant to your matter
Respond to our requests for information in a timely manner
Attend scheduled meetings and appointments
Reply to emails and calls as promptly as possible
Make timely decisions when your input is required
Be truthful and forthcoming with us at all times
5.2 Timely Responses Required
Delays in your responses may delay project completion. You agree to:
Respond to project quote emails promptly
Provide the requested information or input needed to move the project forward
Schedule document review sessions in a timely fashion after receiving drafts
Meet agreed deadlines for providing information or approvals
5.3 Consequences of Non-Cooperation
If you fail to cooperate or communicate with us for an extended period, we may close your file and withdraw from representation in accordance with our ethical obligations.
6. TECHNOLOGY USE
6.1 Use of Technology Tools
Our Firm may utilize legal research AI tools, document automation software, practice management systems, and other technological tools to enhance the quality and efficiency of our legal services.
6.2 Attorney Supervision
All technology use is subject to attorney supervision and professional judgment. We maintain appropriate oversight over these tools pursuant to Oregon RPC 5.3 and make reasonable efforts to ensure their use complies with our professional obligations.
6.3 Verification of Work
While technology may enhance our representation, our attorneys verify all work product and exercise independent professional judgment in all matters. We follow guidance provided by the American Bar Association and the Oregon State Bar regarding ethical technology use in legal practice.
6.4 Data Security and Privacy
We implement appropriate safeguards to protect the confidentiality and security of client data when using technology tools, in compliance with Oregon's Consumer Information Protection Act (ORS 646A.600 et seq.) and applicable professional conduct rules.
6.5 Security Breach Notification
In the event of a data security breach involving your personal information, we will notify you and the Oregon Attorney General as required by law. You have the right to request information about how your data is used and to request deletion of your personal data, subject to our record retention obligations.
7. FILE MANAGEMENT
7.1 Electronic Files
Our goal is to maintain paperless client files, notes, calendar items, and documents. In the regular course of business, we will not create or maintain paper files.
7.2 Providing Copies of Files
Upon request and after representation has concluded, we will provide you with a copy of your file. Our preference is to provide files electronically (PDF format via secure email or portal). If you request a paper file, you may incur printing, copying, and shipping costs.
7.3 Attorney Lien
If any fees or expenses are owed when you request your file, we reserve the right to assert an attorney's lien on your file until all amounts owed have been paid in full, to the extent permitted by Oregon law and ethical rules. We will not assert a lien over original documents that are your property, including original wills and executed estate planning documents.
7.4 File Retention and Destruction
We retain your file for ten years after the conclusion of your matter, consistent with Oregon's statute of ultimate repose (ORS 12.115) and Professional Liability Fund guidance. After that period, we may destroy the file without further notice. Trust account records are retained for five years after the representation ends, as required by Oregon RPC 1.15-1(a). You may request a copy of your file at any time during the retention period.
7.5 Original Documents
Original signed documents are your property. We deliver originals to you when your documents are complete, and we do not store client originals. We keep complete copies in your file. You are responsible for storing your originals securely and for telling your executor, personal representative, trustee, and agents where they are kept and how to access them. Where we hold an original at any point, we will return it and may ask you to sign a receipt.
8. REFUNDS
8.1 Right to Discharge
Consistent with Oregon RPC 1.5(c)(4)(iv), you may discharge us at any time. If you do so, you may be entitled to a refund of all or part of the fee if the services for which the fee was paid are not completed. Oregon RPC 1.5(c)(4)(v).
8.2 Refund Policy
If you discharge us or we withdraw before a project is complete, we calculate any refund as follows:
(a) We determine the value of work performed through the termination date, using the hourly rates in effect for the personnel who worked on the matter, plus expenses incurred on your behalf.
(b) If that amount is less than the prepaid fee, we refund the difference.
(c) If that amount equals or exceeds the prepaid fee, no refund is due, and you remain responsible for any unpaid balance.
(d) We will never retain more than the total prepaid fee for a project that is not complete.
We will give you a written statement showing this calculation.
8.3 Refund Processing
Approved refunds will be processed within 30 days of determination. Refunds will be issued via the original payment method when possible.
9. TERMINATION OF REPRESENTATION
9.1 Termination by Either Party
Either party may terminate the representation at any time, subject to our obligations under the Oregon Rules of Professional Conduct.
9.2 Our Right to Withdraw
We may withdraw from representation if:
You fail to cooperate or follow our advice
You fail to pay fees or expenses
The representation would result in a violation of ethical rules or law
You insist on pursuing an objective we consider imprudent or with which we have a fundamental disagreement
Other good cause exists under Oregon RPC 1.16
9.3 Notice of Withdrawal
If we withdraw from representation, we will provide you with reasonable notice and take steps to protect your interests, including providing you with your file and a reasonable time to retain new counsel.
9.4 Effect of Termination
Termination does not eliminate your obligation to pay for services rendered and expenses incurred up to the date of termination.
9.5 No Continuing Obligation
Unless otherwise agreed, our representation terminates upon completion of the agreed services. We have no continuing obligation to:
Monitor developments in the law affecting your matter
Represent you in related or unrelated matters
Remind you of deadlines, renewals, or follow-up actions after representation concludes
10. POST-REPRESENTATION USE OF DOCUMENTS
10.1 Contract Templates
Contracts and documents drafted by our Firm are intended to be cohesive and legally enforceable for the specific client and circumstances for which they were created.
10.2 Template Use Permitted With Limitations
After representation concludes, you may use contracts as business templates and modify:
Client/party names
Addresses and contact information
Dollar amounts and payment terms
Project scope descriptions
Schedules and attachments
10.3 Legal Term Editing Discouraged
We do not encourage editing legal terms, including:
Deletion of clauses or provisions
Revision of legal language or definitions
Addition of new legal terms or provisions
Changes to governing law, dispute resolution, or liability provisions
10.4 No Responsibility for Client Edits
If you make changes to contracts or documents without our legal counsel, we are not responsible for any damages, disputes, or legal consequences that may occur based on your edits. You assume all risk for modifications made without our review.
10.5 Request Review of Modifications
If you wish to modify legal terms in documents we prepared, we strongly encourage you to retain us (or other qualified counsel) to review and approve such modifications.
11. LIMITATIONS AND DISCLAIMERS
11.1 No Tax Advice
We do not provide tax advice unless specifically agreed in a separate tax engagement. Although tax matters may arise during representation, you agree to seek tax advice from a qualified tax professional (CPA, enrolled agent, or tax attorney). We are not responsible for tax consequences arising from matters outside the scope of our engagement. You hold this Firm harmless from any tax consequences resulting from our services.
11.2 No Accounting Advice
We do not provide accounting, bookkeeping, or financial planning services unless specifically agreed. Consult with qualified accounting professionals for such services.
11.3 No Advice Regarding This Agreement
We are not acting as your counsel with respect to this Terms of Representation agreement itself. If you wish to be advised on whether you should enter into this agreement, we recommend you consult with independent counsel of your choice.
11.4 Cannabis Business Services
We offer business services to duly licensed commercial cannabis entities and cannabis ancillary businesses. Important Notice: Under federal law, cannabis remains a Schedule I controlled substance and is federally illegal, subject to federal prosecution. Exporting cannabis out of your legal state violates federal law. By retaining us for cannabis-related services, you acknowledge these risks.
11.5 No Guarantee of Results
We cannot and do not guarantee any specific outcome or result. We will use our professional skills and judgment to represent your interests, but legal matters involve uncertainty and risk.
11.6 No Securities, Investment, or Financial Advice
We do not provide securities law advice, investment advice, financial advisory services, or services related to the offer, sale, or purchase of securities. Our services do not include:
Advising on securities offerings, private placements, or crowdfunding campaigns
Preparing or reviewing securities registration statements or private placement memoranda
Advising on compliance with federal or state securities laws (including SEC regulations)
Investment recommendations or portfolio management advice
Financial planning involving securities or investment products
Advising on cryptocurrency, digital assets, or token offerings as securities
If your legal matter involves securities law issues, we will refer you to qualified securities counsel. You acknowledge that we are not providing securities-related legal services and agree to seek appropriate counsel for such matters. This exclusion is necessary for our professional liability insurance coverage. By retaining our services, you confirm that you are not seeking securities-related legal advice from our Firm.
11.7 No Litigation
We do not provide litigation services. Our representation does not generally include filing or defending lawsuits, appearing in court or before an arbitrator, responding to discovery, or representing you at hearings, trials, or depositions. If your matter requires those services, we will tell you and can refer you to litigation counsel or to the Oregon State Bar Lawyer Referral Service (503-684-3763).
12. DISPUTE RESOLUTION
12.1 Fee Disputes - Mandatory Arbitration
If a dispute arises between you and the Firm regarding fees or expenses, the parties agree to resolve that dispute through the Oregon State Bar Fee Dispute Resolution Program before pursuing other remedies.
12.2 Other Disputes - Governing Law
Any disputes not related to fees (such as malpractice claims or contract disputes) shall be governed by Oregon law and subject to the jurisdiction of Oregon courts in Multnomah County. For matters governed by the law of another state in which we are licensed, your engagement letter will specify the governing law. Under Oregon RPC 8.5, the rules of professional conduct of the jurisdiction where the services are predominantly rendered may also apply.
12.3 Attorney Fees in Disputes
If either party prevails in litigation or arbitration arising from this agreement, the prevailing party may be entitled to recover reasonable attorney fees and costs. This provision does not apply to any claim you bring against the Firm for professional negligence or to any complaint you file with the Oregon State Bar.
13. COMMUNICATIONS AND NOTICES
13.1 Electronic Communications
You consent to communicate with us via email, text message, and the client portal. While we take reasonable precautions, you acknowledge that electronic communications may not be completely secure.
13.2 Contact Information Updates
You agree to promptly notify us of changes to your address, phone number, or email address.
13.3 Notice to Firm
All notices to the Firm should be sent to:
As Your Counsel
9443 N Tioga Avenue
Portland, OR 97203
Email: sk@aycpdx.com
Phone: (503) 308-1482
13.4 Electronic Signatures
You agree that electronic signatures, including signatures applied through our client portal or an e-signature service, have the same effect as handwritten signatures under the Oregon Uniform Electronic Transactions Act, ORS 84.001 et seq.
14. GENERAL PROVISIONS
14.1 Entire Agreement
These Terms of Representation, together with any engagement letter, invoice, or project-specific agreement, constitute the entire agreement between you and the Firm regarding our services.
14.2 Amendments
We may update these terms from time to time. Updated terms will be posted on our website and will apply to new matters opened after the posting date. Changes will not apply to a matter already underway unless you agree in writing.
14.3 Severability
If any provision of these terms is found to be unenforceable, the remaining provisions will remain in full force and effect.
14.4 Waiver
Our failure to enforce any provision of these terms does not constitute a waiver of that provision or any other provision.
14.5 Assignment
You may not assign or transfer your rights or obligations under this agreement without our prior written consent.
15. ACKNOWLEDGMENT AND ACCEPTANCE
By (1) making payment for services, (2) creating an account on our client portal pursuant to RPC 1.0(q), or (3) executing an engagement letter or invoice referencing these terms, you acknowledge that you have read, understood, and agree to be bound by these Terms of Representation.
Thank you for choosing As Your Counsel Legal Services + Business Counseling
Last Updated: August 2026.