Limited Scope Legal Services Agreement – Trademark Registration Filing

I. Parties to Agreement

This Legal Services Agreement (“Agreement”) is entered into between you, the Client (“you”, “your”, or “Client”), and Smart Books, LLC d/b/a IP Mark FIrm, LLC, (“IP Mark FIrm“, “we”, or “our”), a Delaware Limited Liability Company. Client and IP Mark FIrm may be referred to as a “Party” or collectively as the “Parties”. If you are an individual or entity entering into this Agreement for the registration of a trademark that you solely own, the term “Trademark Owner” shall refer solely to you. If you are entering into this Agreement for the registration of a trademark that you own jointly with additional individuals or entities, the term “Trademark Owner” shall refer to all joint owners of the trademark.

If an individual is entering into this Agreement on behalf of an entity Client or for the registration of a trademark with multiple owners, that individual represents and warrants that they have the full authority to enter into this Agreement on behalf of the entity and/or the additional owners, to retain IP Mark FIrm for the services outlined by this Agreement, and to act on behalf of the Trademark Owner. That individual acknowledges that we are reasonably relying on this representation.

If you are an attorney, attorney-in-fact, or have power of attorney and are entering into this agreement on behalf of your client or principal, then you represent and warrant that you have the full authority to enter into this Agreement on behalf of the individuals or entities you are representing to retain IP Mark FIrm for the services outlined by this Agreement, and to act on behalf of the Trademark Owner. You acknowledge that we are reasonably relying on this representation.

This Agreement is effective as of the date that the Client requests services from IP Mark FIrm (the “Effective Date”), by electronically agreeing to this Agreement. If you have questions about this Agreement that you would like to discuss with an attorney, you can discuss its contents with a IP Mark FIrm attorney prior to agreeing to its contents. You may do so by sending an inquiry to engagement@ipmarkfirm.com. You also have the option to discuss its contents with an attorney of your choice at your own expense.

The Parties understand and agree that the legal representation contemplated by this Agreement is subject to IP Mark FIrm‘s acceptance and that all terms below describing the provision of legal services and the existence of an attorney-client relationship will only be in effect after IP Mark FIrm has accepted providing legal services for Client.

A. The Client

Client explicitly acknowledges and agrees that it is the Client under this Agreement. Any legal advice provided pursuant to this Agreement is provided for the exclusive benefit of Client. No person or entity, including but not limited to any officers, agents, employees, attorneys, managers, directors, partners, or any other person or entity that may be related to Client, other than Client is entitled to rely on the legal advice provided by IP Mark FIrm and IP Mark FIrm shall have no liability in respect of advice provided to any third party other than Client.

B. IP Mark FIrm

IP Mark FIrm is a law firm that is authorized by the state of Arizona as an Alternative Business Structure to provide legal services. Other affiliates of IP Mark FIrm may assist IP Mark FIrm with administrative functions such as marketing, technology, and accounting services, but IP Mark FIrm is solely responsible for the provision of legal services to you and the representation of you in any trademark related matter.

Although IP Mark FIrm is made available through affiliate website, you have a choice as to which law firm you want to represent you in your trademark matter. You are not obligated to use IP Mark FIrm for your trademark needs.

No affiliate or parent of IP Mark FIrm shall be liable for any service performed pursuant to this Agreement.

C. IP Mark Holdings Affiliates

IP Mark FIrm is part of a family of companies under the common ownership of IP Mark Holdings, LLC (“IP Mark Holdings“) and as such any of the other entities underneath the IP Mark Holdings umbrella are affiliates of IP Mark FIrm. The services of IP Mark FIrm may be requested through an affiliate website. Although you may make requests for the services of IP Mark FIrm through an affiliate website, you expressly acknowledge and agree that only IP Mark FIrm is a party to this Agreement and the IP Mark Holdings affiliates are not a party to this Agreement. The use of a website of a IP Mark Holdings affiliate is subject to its Terms of Service and Privacy Policy.

II. Engagement

A. Prospective Clients

IP Mark FIrm has no obligation whatsoever to provide legal services to Client until Client pays in full the fee required by this Agreement and IP Mark FIrm accepts engagement by the Client. The provision of legal services is subject to the acceptance of the Client’s request by IP Mark FIrm. Acceptance by IP Mark FIrm will be determined in connection with a preliminary check, which includes a conflict-of-interest check.

You acknowledge that it is your responsibility to disclose to IP Mark FIrm any entities related to you in order for IP Mark FIrm to perform our conflict check obligations. If you fail to make these disclosures within one day after requesting services, you waive any conflict-of-interest claims which may exist related to these undisclosed related entities.

There may be situations where IP Mark FIrm will not be ethically permitted to accept your request for legal services due to a conflict of interest. Pursuant to this preliminary check, IP Mark FIrm may also decline representation of you for any other reason, except, consistent with law, our regulatory requirements and our internal policies and procedures. IP Mark FIrm will not discriminate in the way we provide or refuse to provide our services on the grounds of race or racial group (including color, nationality and ethnic or national origin), sex (including marital status, gender reassignment, pregnancy, maternity and paternity), sexual orientation (including civil partnership status), religion or belief, age, or disability.

Attorneys have sole discretion concerning which matters and/or Clients to engage, and the appropriate course of legal action in any matter. Following the preliminary check, IP Mark FIrm will either send you a confirmation email, denial email, or an email requesting further action on your end. For purposes of the provision of legal services under this agreement, the “Engagement Date” under this Agreement will be the date that a confirmation email is sent to you.

B. Attorney-Client Relationship

An attorney-client relationship is formed between IP Mark FIrm and Client on the Engagement Date of this Agreement.

Each IP Mark FIrm attorney has obligations and duties under professional rules of conduct, state and federal laws, and laws governing the United States Patent and Trademark Office (the “USPTO”). These duties and obligations will be strictly adhered to during the representation of each client and prior to accepting the engagement of any client. In the event of a conflict between the interests of the non-attorney stakeholders of IP Mark FIrm and these duties and obligations of the IP Mark FIrm attorney, the IP Mark FIrm attorney is ethically bound to place their duties and obligations to the USPTO, courts and clients before the interests of these non-attorney stakeholders.

Attorneys at IP Mark FIrm are compensated by salary, rather than commission, and do not own equity in IP Mark FIrm, nor its parent or affiliates. Attorneys of IP Mark FIrm will under no circumstances advise Client to act against Client’s best interests as those best interests have been reasonably identified by that attorney.

IP Mark FIrm shall maintain confidentiality as it relates to the attorney-client and attorney work product privileges. IP Mark FIrm agrees to ensure that the disclosure of any of Client’s confidential information to third parties will be governed by confidentiality obligations at least as stringent as the obligations that IP Mark FIrm has to Client. Client understands that you must communicate confidential information only through the licensed attorney with whom you have an attorney-client relationship at IP Mark FIrm. Client understands that, from time to time, non-attorneys may assist you with matters such as, but not limited to, billing, status updates, the initial review of new trademark filings, marketing, technology and accounting services. IP Mark FIrm will ensure that all non-attorneys employed by IP Mark FIrm sign a confidentiality agreement for any handling of Client information and any work product produced for review and final approval by an attorney. IP Mark FIrm shall also ensure that any individual employed by an affiliate that assists with administrative tasks that has access to a Client information or work product signs a confidentiality agreement regarding the Client information.

III. Limited Scope Representation

This section is effective as of the Engagement date. This Agreement is different from an attorney-client retainer agreement. Unlike a retainer agreement, this agreement is for unbundled service(s), meaning limited scope representation by an attorney. Limited scope representation means that your matter is broken into segments, and you pay an attorney only for the segments agreed upon. As your matter progresses, you may choose to engage a IP Mark FIrm attorney for additional services under a separate agreement as you may need such additional services.

A. Scope

The terms of this Agreement are only applicable to the Trademark Filing rendered hereunder and do not apply to any other products or services that are purchased through any IP Mark Holdings affiliate website.

B. Trademark Preparation

Client and IP Mark FIrm agree that IP Mark FIrm is engaged to prepare and file an application for trademark registration of a trademark (the “Mark”) for the Trademark Owner (“Trademark Filing”). Client understands, confirms, and grants power of attorney to IP Mark FIrm to file the trademark application for the Mark with the United States Patent and Trademark Office.

C. Included Services

The scope of the legal services to be performed by IP Mark FIrm pursuant to an engagement for a Client’s Trademark Filing always includes the following:

• Performance of a search by the attorney for conflicting trademarks. If pursuant to this search or other attorney recommendation, you wish to seek registration for an alternate trademark, you may update the Mark one (1) time. After one update, any further change to the Mark must be submitted through a new order under a separate agreement. Pursuant to each permitted update, the attorney shall perform another search for conflicting trademarks.

• A review and recommendations from the IP Mark FIrm attorney regarding your trademark application.

If you selected the Basic Package, the scope of services also includes:

• The conditional preparation and electronic filing of the Trademark Owner’s application with the USPTO. This means we may require certain changes to the form or substance of the application before we can ethically proceed with filing. After at least two rounds of Attorney Review, we may present to you the conditions which you must agree to in order for us to file the application. If you do not agree to these changes, we will not file the application, and our services will be considered fully rendered. If, after at least two rounds of Attorney Review, we determine that the mark lacks sufficient merit to achieve registration, we may refuse to file altogether. If, in response to those changes or refusal, you wish to discuss alternatives, you may be presented with the option to upgrade your package to a standard or premium package.

If you selected the Standard Package, the scope of services also includes:

• A single real time consultation with a IP Mark FIrm attorney of up to fifteen (15) minutes;

• Rush processing (explained below); and

• The preparation and electronic filing of the Trademark Owner’s application with the USPTO.

If you selected the Premium Package, the scope of services also includes:

• A single real time consultation with a IP Mark FIrm attorney of up to one (1) hour;

• Priority processing (explained below); and

• The preparation and electronic filing of the Trademark Owner’s application with the USPTO.

D. Excluded Services

Unless the Client enters into a separate agreement with IP Mark FIrm for the provision of the below services, IP Mark FIrm is under no obligation to undertake any of the following non-exhaustive activities:

• Attorney review of any automated pre-filing searches purchased separately from the Trademark Filing;

• Any request to update the Mark more than one time. After the first update to the Mark, if the Client wishes to change the Mark before filing, it must be done through a separate order governed by another agreement;

• Work which IP Mark FIrm cannot perform due to ethical issues;

• Responses to Office Actions;

• Work related to an appeal, notice of suspension, or objection subsequent to the filing of Client’s trademark application;

• Representation and/or responses to third-party objections of any kind (whether before or after the date of filing of the trademark application);

• Any work related to intellectual property litigation, cease & desist demands, and/or claims of infringement, including without limitation, requests for the attorney to participate in any deposition concerning any trademark application filed pursuant to this Agreement;

• The filing of any trademark application or other filing where required material (including, without limitation, an appropriate specimen or dates of use) is not received by IP Mark FIrm within the Term of this Agreement;

• The filing of any trademark application or other filing where a credit card or other required payment is declined, the funds are not actually received by IP Mark FIrm, or Client initiates a chargeback for such funds;

• The paper filing of any trademark application or other documents with the USPTO;

• Monitoring of marks;

• Any work after termination or expiration of this Agreement; and

• Any other service IP Mark FIrm did not accept engagement for under this Agreement.

E. Comprehensive Search Report

Certain Trademark Registration packages include Comprehensive Search Reports. The provision of these search reports is for your personal review and should not be used solely as a substitute for legal advice regarding the registrability of your mark. These are automatically generated. Regardless of whether your request for services included a Comprehensive Search Report, your attorney will conduct their own search of your mark to evaluate possible conflicts. Due to the human nature of the USPTO review, there are no guarantees that a submitted mark will NOT run into a conflict.

F. Processing Speed

When the request for services was placed with IP Mark FIrm, Client had the ability to select an expedited processing speed, which is calculated based on business days. If the Attorney accepts engagement, Clients who select the “Express” processing speed will have their application worked on by the IP Mark FIrm team starting within 5 business days. If the Attorney accepts engagement, Clients who select the “Priority” processing speed will have their application worked on by the IP Mark FIrm team starting within 2 business days. The processing speed selected only relates to the first touch of your application and has no basis on how long it is going to take for us to file your application.

IV. Fees and Costs

A. Fee

The total price for the Trademark Filing includes multiple legal fee components:

• The fee assessed at checkout based on the package you selected constitutes the “Service Fee,” which covers core legal services such as consultations, overall matter management and the initial review of your application.

• An additional class-based Fee of $100 per trademark class (the “IP Mark FIrm Class Fee”) is charged to cover professional expenses and time for items such as account set up, conflicts check management, platform and software fees, automated search expenses, professional staff expense, or, for any additional classes added to the application, applicable attorney work specific to each class, including class description analysis, specimen evaluation (if applicable), class-based trademark searches, descriptiveness analysis, and other legal services incidental to evaluating your trademark.

The Client agrees to pay both the Service Fee and any applicable IP Mark FIrm Class Fees as part of this engagement.

Client expressly agrees that any additional amount paid when the request for services is made to increase the Processing Speed represents a reasonable modification to the Service Fee.

B. Earned Upon Receipt

The Service Fee is due in full before acceptance of the engagement by IP Mark FIrm. For clarity, performance of any services hereunder shall not commence until the Service Fee has been paid in full and shall be considered earned upon receipt. This Service Fee and IP Mark FIrm Class Fee are earned upon receipt and becomes the property of IP Mark FIrm when paid. They are deposited directly into IP Mark FIrm‘s operating account, rather than IP Mark FIrm‘s trust account, and Client hereby expressly agrees that IP Mark FIrm may do so. The standard alternative is that a legal fee remains client property, is held in a trust account, and is transferred to the attorney only as services are performed. When funds are held in trust, they remain your property, disputed or unperformed work remains financially protected, and generally, withdrawal from the representation is simpler before services are completed. IP Mark FIrm does not offer trust-held advance legal fee arrangements, but other intellectual property firms do, which you may choose to represent you in your matter instead of IP Mark FIrm. You may also speak with an independent attorney, or a IP Mark FIrm attorney, about this fee structure and available alternatives before proceeding.

We treat legal fees as earned upon receipt because your attorney commits professional time and capacity to your matter immediately. Your attorney is obligated to provide legal advice and prepare your application for filing, is committed to completing the filing regardless of the time required, reserves professional capacity for your matter, and assumes the financial risk that the work required may exceed expectations without additional compensation. This structure guarantees availability and defined performance during the filing phase.

Client expressly understands that the Service Fee is earned regardless of whether the mark is actually filed with the USPTO, as the review by professional legal counsel advising a Client not to proceed with an application can save the Client substantial and non-refundable government fees, marketing expenses, branding expenses, advertising expenses, and loss in goodwill, among other business expenses such as attempting to pursue a name, logo, or slogan that is not likely to be registrable as a federal trademark. Client is hereby informed and hereby understands that advising Client not to proceed requires substantive review and legal analysis (e.g., search, analysis of prior marks, and opinion) by attorneys of IP Mark FIrm constitutes valuable consideration for legal fees earned.

C. Refund

Even though the Service Fee and IP Mark FIrm Class Fee are characterized as earned on receipt, the Client may nevertheless discharge us at any time and may be entitled to a refund of all or part of the Service Fee and the IP Mark FIrm Class Fee based upon the value of the representation. IP Mark FIrm can only keep the Service Fee and IP Mark FIrm Class Fee if a benefit has been conferred related to the services described herein, including a scenario described in section IV.B above where Client has been advised to not proceed with the trademark application and may cover services provided by IP Mark FIrm‘s support staff to further the goals of the Client. Without this provision, IP Mark FIrm would be obligated to hold the Service Fee in escrow until it had become earned by a IP Mark FIrm attorney’s performance of legal services.

D. Method of Payment

The only method of payment accepted by IP Mark FIrm is credit/debit cards.

E. Suspension of Account

In the event that Client has an overdue account or payment dispute with IP Mark FIrm, IP Mark FIrm may suspend Client’s account and access to the services provided hereunder until the account is brought current or such dispute is resolved.

F. Costs

IP Mark FIrm will not and is under no obligation to advance costs related to the Trademark Filing. Any required third-party costs are in addition to the fee for IP Mark FIrm‘s services and will be placed in an IOLTA trust account. Filing fees are set by the USPTO and are nonrefundable for any reason once the filing is submitted to the USPTO, regardless of whether Client’s trademark application eventually proceeds to registration or is rejected by the USPTO. Filing fees are assessed per class. Client may request a summary of the current filing fees from its attorney at any time. We collect enough to cover at least one USPTO filing fee on automated basis to ensure funds to cover said fees early in the process. Any additional USPTO filing fees to cover additional classes or non-USPTO ID manual descriptions will be collected after a IP Mark FIrm processor and/or attorney has reviewed your application and will be held in trust until the filing of the application. Any portion of these filing fees held in trust that are not transferred to the government will be returned to you within a reasonable period of time following the termination of this Agreement.

Trust Account Deposits and Payment of Interest. Interest earned on any funds that we receive from you or on your behalf that are deposited to our IOLTA (Interest on Lawyer Trust Account) will be paid directly by the financial institution or investment company to the Arizona Foundation for Legal Services and Education pursuant to Rule 43, Ariz. R. Sup. Ct. The Foundation uses the interest or dividends to support programs to assist in the delivery of legal services to the poor, for law-related education programs, to fund studies or programs designed to improve the administration of justice, to maintain a reasonable reserve and to pay administrative costs.

V. Client Representations and Responsibilities

A. Client Representations

Client represents and warrants that:

• they are not entering into this Agreement for registration of a Mark that they have no interest in on behalf of a third-party trademark owner, except for situations where they are entering into this Agreement as the authorized representative of an entity Trademark Owner or as attorney, attorney-in-fact, or have power of attorney for a Trademark Owner;

• they reasonably believe that the Trademark Owner is entitled to use the Mark in commerce and owns the Mark;

• to the best of their knowledge, there is no other person except for the Trademark Owner that is entitled to use the Mark in commerce;

• all information and materials submitted for the purpose of obtaining services under this Agreement are accurate, truthful and legally correct;

• all information and materials necessary for any filing with the USPTO submitted by the Client are accurate, complete, and not misleading in any manner;

• Client has evidentiary support to back up the information and materials that are submitted;

• they understand that the willful submission of false information to the USPTO may be punishable by law and impede successful registration of their mark;

• any specimen they submit is an accurate reflection of the Mark as it is used in commerce to sell goods or services, and is not a digital mock-up or item made specifically for the purpose of obtaining trademark registration separate from its use in commerce; and

• that further representation of the Client may be required to achieve full registration of the Mark, but that representation is outside of the scope of this Agreement.

  B. Client Responsibilities

  Client acknowledges and agrees that it is Client’s responsibility to:

  • cooperate and respond promptly to all inquiries and requests for information from IP Mark FIrm in a timely manner;

  • submit all required information electronically;

  • timely inform IP Mark FIrm of any changes to the Client’s contact information, including, but not limited to, changes to email address, phone numbers, or physical addresses;

  • regularly check the email address provided to IP Mark FIrm. Communications directed to Client from IP Mark FIrm will be sent via email;

  • ensure that Client is receiving emails from IP Mark FIrm. An acknowledgement of request for legal services will be emailed when an order is placed. If the Client does not receive such email, it is their responsibility to check whether the email was blocked due to security or spam filters;

     

  • submit any specimen necessary for a filing connected to the Mark in a timely manner. The submission of a specimen must be done electronically;

  • if the services that IP Mark FIrm was engaged to provide was the registration of a logo trademark, provide an acceptable logo to be submitted to the USPTO. The submission of a logo must be done electronically.

  C. Communication

  With the exception of any telephonic consultation that is included in the scope of the Trademark Filing to be provided to the Client, all communication between the attorneys of IP Mark FIrm and the Client shall be conducted through email. IP Mark FIrm is not obligated to and will not send any correspondence through postal mail to the address provided by Client to IP Mark FIrm. If Client attempts to send any physical item through the mail to IP Mark FIrm, Client recognizes and agrees that IP Mark FIrm has no liability for such submissions, may retain digital copies of those submissions, and will not return the materials to Client.

  IP Mark FIrm attorneys will make reasonable efforts to respond to Client communications in a timely manner and ensure that the Client is informed of all important developments related to their Trademark Filing. Communication will typically occur via email, but alternate means may be agreed upon as necessary.

  Client email addresses are submitted to the USPTO as a courtesy-copy email address so that you are informed about important notices regarding your Mark directly by the USPTO.

  D. Authorization

  Client expressly authorizes IP Mark FIrm to file documents and respond to communications within the scope of the services purchased in connection with this Agreement through the Trademark Electronic Application System (“TEAS”) or other electronic medium on behalf of the Client. Client further expressly authorizes IP Mark FIrm to submit the email address on file with IP Mark FIrm to the USPTO in order for the USPTO to contact the Client directly following the withdrawal of Client from representation.

  E. Withdrawal

  Upon the expiration of the Term we may withdraw as attorney of record for the registration of your Mark for any reason. You understand and agree that at that point, you will be responsible for representing yourself before the USPTO or engaging the services of an attorney of your choosing for further representation in your trademark registration. You understand that, if you do not obtain representation from an attorney after withdrawal, communications from the USPTO will be directed to you and you will be responsible for meeting any deadlines and responding to any correspondence from the USPTO.

  F. Release

  Client explicitly acknowledges that IP Mark FIrm is in no way liable for any action or inaction you take in relation to the registration of your Mark, that there is no guarantee contained herein regarding the time which it will take for any Trademark application to be filed with the USPTO, that IP Mark FIrm is in no way liable for any consequences, losses, or disputes arising from any delay in the filing process, and that IP Mark FIrm is not responsible or in any way liable for the receipt of any cease-and-desist or demand letters received from third parties regarding Client’s trademark application. Client explicitly releases IP Mark FIrm from all liability related to a specific filing and/or any affect it may have on Client’s trademark application or trademark rights as a whole, and Client shall indemnify and hold IP Mark FIrm harmless from all claims related to same. Client shall also indemnify and hold IP Mark FIrm harmless from all claims arising from any misrepresentation that Client makes to IP Mark FIrm regarding the Trademark Filing.

  VI. Confidentiality

  A. Attorney-Client Privilege

  Any communications between the Client and attorneys of IP Mark FIrm will be protected by the attorney-client privilege. However, you acknowledge that the first review email you receive from the attorney regarding your Trademark Filing, which primarily contains a recounting of all the information you have already provided to IP Mark FIrm, will be visible to the non-attorney employees of IP Mark FIrm and authorized employees of affiliates. To the extent that the attorney-client privilege may apply to this review email, you expressly waive your rights to the privilege for this specific email. Every communication protected by the attorney-client privilege will be held in strict confidence and protected according to industry standards.

  B. Information Submitted to Others

  Information submitted to affiliates of IP Mark FIrm is not covered by the attorney-client privilege. For example, requests for services submitted through another website of an affiliate of IP Mark Holdings are not covered by attorney-client privilege and may be shared with other affiliates. Information submitted to nonlawyer employees other than attorney support staff of IP Mark FIrm is also not covered by the attorney-client privilege, so Client is discouraged from submitting any non-public information through those avenues.

  C. Confidential Information

  All information received by IP Mark FIrm or its employees, either from you or through an affiliate of IP Mark FIrm, related to your representation will be held in strict confidentiality in accordance with the Arizona Rules of Professional Conduct. Each IP Mark FIrm employee, and any employee of an affiliate or parent company that has any access to your information will be trained according to IP Mark FIrm‘s policies concerning confidentiality and execute a non-disclosure agreement concerning any confidential information that they encounter.

  D. Disclosure to Affiliates

  Client agrees that IP Mark FIrm may share information with affiliates of IP Mark Holdings including, but not limited to Ipmarkfirm, LLC, and other associated entity platforms, that is related to IP Mark FIrm‘s representation of Client, provided that such information is not covered by the attorney-client privilege and only to the extent necessary to assist in the performance of services. Client further agrees that the order information submitted through an affiliate website of IP Mark Holdings during the initial intake process may be shared with IP Mark Holdings.

  E. Disclosure to USPTO

  Client agrees and understands that the disclosure of information related to their representation, but not including communications covered by the attorney-client privilege, will be transmitted to the USPTO. Client also understands that information submitted to the USPTO is made publicly available shortly after filing.

  F. Confidentiality Standards

  Client’s confidential and/or privileged information may be stored on a variety of platforms, including third-party cloud-based servers. IP Mark FIrm ensures these platforms are protected according to industry standards. Although these platforms are reasonably protected, there is still a risk of inadvertent disclosure of confidential and/or privileged information. Client agrees to the storage of their confidential and/or privileged information on these platforms. Client expressly assumes all risks for technical difficulties in placing its order(s) or submitting any confidential and/or privileged information over the Internet.

  VII. Term

  The Term of this Agreement is for a period of six months from the Effective Date, unless terminated earlier as described herein (the “Term”). All Limited Services are deemed completed on the termination of this Agreement, on expiry of the Term or for any other reason.

  We will turn over the hard copy or electronic version of the file to you upon request. If you do not want the file, you agree that the file may be destroyed in accordance with our document retention policy. Currently, it is our policy to destroy files five years after the termination of the representation.

  We will inform you of any outstanding deadlines at that time. Unless you get another lawyer to represent you, you will be responsible for representing yourself. This includes filing whatever documents are appropriate within the timeframes specified by statute, order or rule, and sending copies to the opposing party or their lawyer.

  VIII. Termination

  If any of the following occur, the Term of this Agreement shall automatically terminate:

  • A. If an application is filed pursuant to the services rendered hereunder with the United States Patent and Trademark Office (“USPTO”);

  • B. If Client, for any reason, gives written notice of such termination. Such termination shall be deemed effective when received. IP Mark FIrm shall provide no additional services and advance no further costs on Client’s behalf after receipt of the notice. Client agrees to execute and return a substitution of attorney form immediately if requested by IP Mark FIrm. Upon termination, the Trademark Filing will be deemed completed;

  • C. If, at any time and for good reason, and to the extent permitted by the Rules of Professional Conduct governing the representation, IP Mark FIrm gives you notice in written communication explaining to you the basis of our decision;

  • D. If there is a material breach of any provision of this Agreement by either party, and if that material breach is not cured within 10 days of written notice specifying the nature of the breach; or

  • E. If required under the ethical rules of conduct of the State of Arizona or the USPTO, or if required due to a conflict of interest, IP Mark FIrm shall inform Client in writing if it becomes aware that it has represented a client with an interest in Client’s matter. If a conflict of interest is found which requires IP Mark FIrm to decline representation, or if both parties do not consent, IP Mark FIrm will not find alternative counsel;

  • F. If, pursuant to a Basic order, IP Mark FIrm sets conditions for filing and the Client rejects the Attorney’s requirements without choosing to upgrade to a Standard or Premium package;

  • G. If, pursuant to a Basic order, IP Mark FIrm determines that it cannot ethically file the mark in its current form and the Client chooses not to upgrade to a Standard or Premium package within the specified timeframe.

  Notwithstanding the termination or expiration of this Agreement, Client acknowledges that if IP Mark FIrm becomes aware of an error in a filing made on behalf of Client, IP Mark FIrm has limited authority under USPTO rules to submit a corrective filing even after the Term ends. Any such corrective action is discretionary, limited solely to ministerial corrections permitted by the USPTO, and does not re-establish an attorney-client relationship or expand the scope of this Agreement.

  IX. No Guarantee

  IP Mark FIrm does not guarantee any particular outcome with respect to the provision of services outlined in this Agreement. Opinions may be offered by your IP Mark FIrm attorney about the potential success of your Mark’s registration, but the IP Mark FIrm attorney cannot guarantee any particular result. Each examining attorney employed by the USPTO has their own opinions and may come to a different conclusion about the registrability of your Mark. You expressly understand that there is no promise or guarantee concerning the filing or registration of your Mark and that no statement made by IP Mark FIrm or an attorney of IP Mark FIrm constitutes a promise or guarantee. You expressly understand that any opinion offered by your attorney does not constitute a promise or guarantee. You further expressly understand that any search provided to you or performed by your attorney in connection with your Mark is not guaranteed to be complete or identify every mark which might be identified by the USPTO as a conflicting mark, or every mark which might cause a dispute between you and a third party.

  X. Governing Law and Dispute Resolution

  For the purposes of this Section, references to “you,” “your” and “we” “us” or “our” include our respective subsidiaries, affiliates, agents, employees, business partners, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or products under this Agreement or any prior agreements between us.

  The arbitrability of any Disputes (as defined below) is governed by the Federal Arbitration Act and not any state laws applicable to arbitrations. Regarding the substantive law of any Disputes, to the maximum extent authorized by law, the laws of the State of Arizona govern the non-arbitration related interpretation of this Agreement and the substantive law of any Dispute, regardless of conflict of laws principles. Any Dispute shall be FINALLY and EXCLUSIVELY resolved by binding individual arbitration conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules. This arbitration agreement is made pursuant to a transaction involving interstate commerce and shall be governed by the Federal Arbitration Act (9 U.S.C. 1-16).

  ARBITRATION OF YOUR CLAIM IS MANDATORY AND BINDING. NEITHER PARTY WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM THROUGH A COURT. IN ARBITRATION, NEITHER PARTY WILL HAVE THE RIGHT TO A JURY TRIAL OR TO ENGAGE IN DISCOVERY, EXCEPT AS PROVIDED FOR IN THE AAA CODE OF PROCEDURE.

  All determinations as to the scope, interpretation, enforceability, and validity of this Agreement shall be made final exclusively by the arbitrator, which award shall be binding and final. Judgment on the arbitration award may be entered in any court having jurisdiction. This arbitration provision shall survive: i) the termination of the Agreement; or ii) the bankruptcy of any party. If any portion of this arbitration provision is deemed invalid or unenforceable, the remaining portions shall remain in force.

  NO CLASS ACTION, OR OTHER REPRESENTATIVE ACTION OR PRIVATE ATTORNEY GENERAL ACTION OR JOINDER OR CONSOLIDATION OF ANY CLAIM WITH A CLAIM OF ANOTHER PERSON OR CLASS OF CLAIMANTS SHALL BE ALLOWABLE.

  RIGHT TO OPT OUT OF BINDING ARBITRATION AND CLASS ACTION WAIVER WITHIN 30 DAYS. IF YOU DO NOT WISH TO BE BOUND BY THE BINDING ARBITRATION AND CLASS ACTION WAIVER IN THIS SECTION, YOU MUST NOTIFY US IN WRITING WITHIN 30 DAYS OF THE DATE THAT YOU ACCEPT THIS AGREEMENT. YOUR WRITTEN NOTIFICATION MUST BE MAILED TO ARBITRATION OPT OUT, 3 GREENWAY PLAZA, SUITE 1320, HOUSTON, TEXAS 77046 ATTN: LEGAL OPT-OUT AND MUST INCLUDE: (1) YOUR NAME, (2) YOUR ADDRESS, AND (3) A CLEAR STATEMENT THAT YOU DO NOT WISH TO RESOLVE DISPUTES WITH US THROUGH ARBITRATION.

  Any arbitration will be conducted by the AAA under its Consumer Arbitration Rules. If the value of the dispute is $75,000 or less, its Supplementary Procedures for Consumer-Related Disputes will also apply. On disputes involving $75,000 or less, we will promptly reimburse your filing fees and pay the AAA’s and arbitrator’s fees and expenses. You agree to commence arbitration only in your county of residence or in Maricopa County, Arizona, US. We agree to commence arbitration only in your county of residence. You may request a telephonic or in-person hearing by following the AAA rules. In a dispute involving $10,000 or less, any hearing will be telephonic unless the arbitrator finds good cause to hold an in-person hearing instead. The arbitrator may award the same damages to you individually as a court could. The arbitrator may award declaratory or injunctive relief only to you individually, and only to the extent required to satisfy your individual claim. Nothing herein prohibits us from asking the arbitrator to award all costs of the arbitration including any Administrative Fees paid on your behalf.

  If the Dispute is not arbitrated by the choice of the parties or a court does not compel arbitration if either party elects to arbitrate for whatever reason, the Dispute will be decided by a court without any right by either party to a trial by jury. Any such court proceeding, including any efforts to compel arbitration or initially filed lawsuits that arises out of or relates to this Agreement or use of the Sites shall be decided exclusively by a court of competent jurisdiction located in Phoenix, Maricopa County, US.

  Dispute is defined as:

  Any dispute, claim or controversy between you and us, our members, officers, directors, agents, parent companies and affiliated companies that arises out of or relates to this Agreement or use of the Site or Service, or otherwise regarding any aspect of your relationship with us that has accrued or may thereafter accrue, whether based in contract, statute (including, but not limited to, any consumer protection statutes, regulation or ordinance), tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, negligence or any other intentional tort), or any other legal or equitable theory.

  Complaints against Alternative Business Structures are received, investigated, and prosecuted by the State Bar of Arizona. You have the right to file a complaint with the State Bar of Arizona concerning the conduct of an IP Mark FIrm attorney and pursue whatever claims against an attorney as allowed by law notwithstanding the terms herein.

  XI. Notice

  Any notices required or otherwise sent under the Agreement must be in writing sent via email. Notices shall be deemed sent on the same business day as transmitted (or the next business day if sent on a weekend or holiday). Notices do not include the correspondence contemplated by the provision of services under this Agreement. Notices shall be sent to the parties at the following addresses:

  • If to Client: to Client’s email on file with IP Mark FIrm.

  • If to IP Mark FIrm: engagement@ipmarkfirm.com.

  XII. Severability

  If any provision of this Agreement is unlawful, void, or unenforceable, that provision shall be deemed severable from the remaining provisions and shall not affect their validity and enforceability.

  XIII. Force Majeure

  Neither you nor we shall be liable for any failure to perform, or delay in performing, any obligations (other than payment and indemnity obligations) if and to the extent that the failure or delay is caused by Force Majeure and the time for performance of the obligation, the performance of which is affected by Force Majeure, shall be extended accordingly.

  XIV. Amendments; Conflicts with Regulatory Requirements

  This Agreement may be supplemented and/or amended by agreement in writing but IP Mark FIrm is not free to amend provisions which are a matter of applicable professional regulation or law. If any provision of this conflicts with any mandatory element of those regulatory requirements, the latter shall prevail.

  XV. Choice of Language

  The original of this Agreement was written in English, which will be the controlling language in all respects.

  The Client has received this Agreement and any other related communications and consents to having received these documents solely in English. If the Client receives this or any other document related to this Agreement translated into a language other than English, it will have no legal or other effect.

  By accepting this Agreement, the Client confirms having read and understood the documents relating to this Agreement which were provided in English.

  XVI. Entire Agreement

  This Agreement incorporates by reference any notices hosted on the Ipmarkfirm website by IP Mark FIrm. This Agreement and any agreements or notices incorporated herein constitute the entire agreement and understanding between you and IP Mark FIrm regarding the provision of legal services for Trademark Filing of your Mark. This Agreement and any agreements referenced herein constitute the entire agreement and understanding between you and us regarding the provision of the Trademark Filing. No other agreements, statements or representations made before the Effective Date will be binding upon the Parties.